SR ONE CAPITAL MANAGEMENT, LLC - 08 Feb 2022 Form 4 Insider Report for Arcellx, Inc. (ACLX)

Role
10%+ Owner
Signature
SR ONE CAPITAL MANAGEMENT, LLC, By: /s/ Simeon George, Member
Issuer symbol
ACLX
Transactions as of
08 Feb 2022
Net transactions value
+$25,000,005
Form type
4
Filing time
10 Feb 2022, 07:41:09 UTC
Previous filing
03 Feb 2022
Next filing
15 May 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACLX Common Stock Conversion of derivative security +1,550,309 1,550,309 08 Feb 2022 See Footnote F1, F2
transaction ACLX Common Stock Conversion of derivative security +666,651 +43% 2,216,960 08 Feb 2022 See Footnote F1, F2
transaction ACLX Common Stock Conversion of derivative security +533,389 +24% 2,750,349 08 Feb 2022 See Footnote F1, F2
transaction ACLX Common Stock Conversion of derivative security +649,795 +24% 3,400,144 08 Feb 2022 See Footnote F1, F2
transaction ACLX Common Stock Purchase $1,000,005 +66,667 +2% $15.00 3,466,811 08 Feb 2022 See Footnote F2, F3
transaction ACLX Common Stock Conversion of derivative security +433,196 433,196 08 Feb 2022 See Footnote F1, F4
transaction ACLX Common Stock Purchase $24,000,000 +1,600,000 +369% $15.00 2,033,196 08 Feb 2022 See Footnote F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ACLX Series A Preferred Stock Conversion of derivative security -1,550,309 -100% 0 08 Feb 2022 Common Stock 1,550,309 See Footnote F1, F2
transaction ACLX Series B-1 Preferred Stock Conversion of derivative security -666,651 -100% 0 08 Feb 2022 Common Stock 666,651 See Footnote F1, F2
transaction ACLX Series B-2 Preferred Stock Conversion of derivative security -533,389 -100% 0 08 Feb 2022 Common Stock 533,389 See Footnote F1, F2
transaction ACLX Series C Preferred Stock Conversion of derivative security -649,795 -100% 0 08 Feb 2022 Common Stock 649,795 See Footnote F1, F2
transaction ACLX Series C Preferred Stock Conversion of derivative security -433,196 -100% 0 08 Feb 2022 Common Stock 433,196 See Footnote F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 All outstanding shares of Preferred Stock will automatically convert into shares of Common Stock at the Reporting Person's election and automatically upon the closing of the initial public offering of Arcellx, Inc. (the "Issuer"). The Preferred Stock has no expiration date.
F2 The reported securities are held directly by SR One Capital Fund I Aggregator, LP. SR One Capital Partners I, LP is the general partner of SR One Capital Fund I Aggregator, LP, and SR One Capital Management, LLC is the general partner of SR One Capital Partners I, LP. Simeon George is the managing member of SR One Capital Management, LLC. Each of SR One Capital Partners I, LP, SR One Capital Management, LLC and Mr. George may each be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
F3 SR One Capital Fund I Aggregator, LP purchased 66,667 shares of Common Stock of the Issuer in connection with the Issuer's public offering.
F4 The reported securities are held directly by SR One Co-Invest II, LLC. SR One Co-Invest Manager II, LLC is the managing member of SR One Co-Invest II, LLC, and SR One Capital Management, LLC is the managing member of SR One Co-Invest Manager II, LLC. Simeon George is the managing member of SR One Capital Management, LLC. Each of SR One Co-Invest Manager II, LLC, SR One Capital Management, LLC and Mr. George may each be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
F5 SR One Co-Invest II, LLC purchased 1,600,000 shares of Common Stock of the Issuer in connection with the Issuer's public offering.