NEA Partners 15, L.P. - Dec 20, 2022 Form 4 Insider Report for Arcellx, Inc. (ACLX)

Role
10%+ Owner
Signature
/s/ Louis Citron, attorney-in-fact
Stock symbol
ACLX
Transactions as of
Dec 20, 2022
Transactions value $
$0
Form type
4
Date filed
12/22/2022, 05:20 PM
Previous filing
Nov 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACLX Common Stock Other $0 -2M -29.65% $0.00 4.75M Dec 20, 2022 See Note 2 F1, F2
transaction ACLX Common Stock Other $0 +30K $0.00 30K Dec 20, 2022 Direct F3, F4
transaction ACLX Common Stock Other $0 -30K -100% $0.00* 0 Dec 20, 2022 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 New Enterprise Associates 15, L.P. ("NEA 15") made a pro rata distribution of 2,000,000 shares of Common Stock of the Issuer to its general partner and limited partners for no consideration on December 20, 2022.
F2 The securities are directly held by NEA 15 and are indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP (collectively, the "NEA 15 Managers"), together, the "NEA 15 Indirect Reporting Persons"). The NEA 15 Managers are Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell and Peter W. Sonsini. The NEA 15 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the NEA 15 Indirect Reporting Persons have no pecuniary interest.
F3 NEA Partners 15 received 30,000 shares of Common Stock of the Issuer in the distribution made by NEA 15 on December 20, 2022.
F4 The securities are directly held by NEA Partners 15 and indirectly held by NEA 15 GP, the sole general partner of NEA Partners 15, and the NEA 15 Managers (NEA 15 GP and the NEA 15 Managers together, the "NEA Partners 15 Indirect Reporting Persons"). The NEA Partners 15 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA Partners 15 in which the NEA Partners 15 Indirect Reporting Persons have no pecuniary interest.
F5 NEA Partners 15 made a pro rata distribution of 30,000 shares of Common Stock of the Issuer to its limited partners for no consideration on December 20, 2022.