Scott D. Sandell - 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 $
-$5,502
Form type
4
Date filed
12/22/2022, 05:50 PM
Previous filing
Dec 2, 2022
Next filing
Dec 27, 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 See Note 4 F3, F4
transaction ACLX Common Stock Other $0 -30K -100% $0.00* 0 Dec 20, 2022 See Note 4 F4, F5
transaction ACLX Common Stock Other $0 +195 $0.00 195 Dec 20, 2022 See Note 7 F6, F7
transaction ACLX Common Stock Other $0 +195 $0.00 195 Dec 20, 2022 See Note 9 F8, F9
transaction ACLX Common Stock Other $0 +1.23K $0.00 1.23K Dec 20, 2022 See Note 11 F10, F11
transaction ACLX Common Stock Other $0 +179 $0.00 179 Dec 20, 2022 See Note 13 F12, F13
transaction ACLX Common Stock Sale -$5.5K -179 -100% $30.74 0 Dec 21, 2022 See Note 13 F13, F14
* 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 Reporting Person is a manager of NEA 15 GP, LLC ("NEA 15 GP"), which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of NEA 15, the direct beneficial owner of the securities. The Reporting Person disclaims 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 Reporting Person has 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 Reporting Person is a manager of NEA 15 GP, which is the sole general partner of NEA Partners 15, the direct beneficial owner of the securities. The Reporting Person disclaims 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 Reporting Person has 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.
F6 Genevieve P. Hardigg, as trustee of the Scott Sandell Rising River Trust, dated December 20, 2012 (the "Scott Sandell Rising River Trust"), received 195 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on December 20, 2022.
F7 The securities are held directly by the Scott Sandell Rising River Trust. The Reporting Person disclaims 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 the Scott Sandell Rising River Trust in which the Reporting Person has no pecuniary interest.
F8 Genevieve P. Hardigg, as trustee of the Jennifer Ayer Sandell Rising River Trust, dated December 20, 2012 (the "Jennifer Sandell Rising River Trust"), received 195 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on December 20, 2022.
F9 The securities are held directly by the Jennifer Sandell Rising River Trust. The Reporting Person disclaims 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 the Jennifer Sandell Rising River Trust in which the Reporting Person has no pecuniary interest.
F10 The Reporting Person, as trustee of the Blue Mountain Trust, dated April 29, 2019 (the "Blue Mountain Trust"), received 1,232 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on December 20, 2022.
F11 The Reporting Person is the trustee of the Blue Mountain Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Blue Mountain Trust in which the Reporting Person has no pecuniary interest.
F12 New Enterprise Associates, LLC ("NEA LLC") received 179 shares of Common Stock of the Issuer in a distribution by NEA 15 on December 20, 2022.
F13 The Reporting Person is a member of the Board of Directors of NEA LLC, the direct beneficial owner of the securities. The Reporting Person disclaims 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 LLC in which the Reporting Person has no pecuniary interest.
F14 The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.73 to $30.75 per share, inclusive. The Reporting Persons undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.