Sr One Capital Management, Llc - Feb 8, 2022 Form 4 Insider Report for Arcellx, Inc. (ACLX)

Role
10%+ Owner
Signature
SR ONE CAPITAL MANAGEMENT, LLC, By: /s/ Simeon George, Member
Stock symbol
ACLX
Transactions as of
Feb 8, 2022
Transactions value $
$25,000,005
Form type
4
Date filed
2/10/2022, 07:41 AM
Previous filing
Feb 3, 2022
Next filing
May 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACLX Common Stock Conversion of derivative security +1.55M 1.55M Feb 8, 2022 See Footnote F1, F2
transaction ACLX Common Stock Conversion of derivative security +667K +43% 2.22M Feb 8, 2022 See Footnote F1, F2
transaction ACLX Common Stock Conversion of derivative security +533K +24.06% 2.75M Feb 8, 2022 See Footnote F1, F2
transaction ACLX Common Stock Conversion of derivative security +650K +23.63% 3.4M Feb 8, 2022 See Footnote F1, F2
transaction ACLX Common Stock Purchase $1M +66.7K +1.96% $15.00 3.47M Feb 8, 2022 See Footnote F2, F3
transaction ACLX Common Stock Conversion of derivative security +433K 433K Feb 8, 2022 See Footnote F1, F4
transaction ACLX Common Stock Purchase $24M +1.6M +369.35% $15.00 2.03M Feb 8, 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 -1.55M -100% 0 Feb 8, 2022 Common Stock 1.55M See Footnote F1, F2
transaction ACLX Series B-1 Preferred Stock Conversion of derivative security -667K -100% 0 Feb 8, 2022 Common Stock 667K See Footnote F1, F2
transaction ACLX Series B-2 Preferred Stock Conversion of derivative security -533K -100% 0 Feb 8, 2022 Common Stock 533K See Footnote F1, F2
transaction ACLX Series C Preferred Stock Conversion of derivative security -650K -100% 0 Feb 8, 2022 Common Stock 650K See Footnote F1, F2
transaction ACLX Series C Preferred Stock Conversion of derivative security -433K -100% 0 Feb 8, 2022 Common Stock 433K 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.