Peter W. Sonsini - 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, 05:53 PM
Previous filing
Dec 2, 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 +785 $0.00 785 Dec 20, 2022 See Note 7 F6, F7
transaction ACLX Common Stock Other $0 +12 $0.00 12 Dec 20, 2022 See Note 9 F8, F9
transaction ACLX Common Stock Other $0 +12 $0.00 12 Dec 20, 2022 See Note 11 F10, F11
transaction ACLX Common Stock Other $0 +12 $0.00 12 Dec 20, 2022 See Note 13 F12, F13
* 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 Peter W. Sonsini and Diane C. Sonsini, as trustees of the Peter & Diane Sonsini Family Trust dated January 17, 2007 (the "Sonsini Family Trust"), received 785 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on December 20, 2022.
F7 The Reporting Person is a trustee of the Sonsini Family 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 Sonsini Family Trust in which the Reporting Person has no pecuniary interest.
F8 Peter W. Sonsini and Diane C. Sonsini, as trustees of the Elsa Katherine Sonsini Trust dated December 5, 2019 (the "Elsa Katherine Sonsini Trust"), received 12 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on December 20, 2022.
F9 The Reporting Person is a trustee of the Elsa Katherine Sonsini 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 Elsa Katherine Sonsini Trust in which the Reporting Person has no pecuniary interest.
F10 Peter W. Sonsini and Diane C. Sonsini, as trustees of the Jake Theodore Sonsini Trust dated December 5, 2019 (the "Jake Theodore Sonsini Trust"), received 12 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on December 20, 2022.
F11 The Reporting Person is a trustee of the Jake Theodore Sonsini 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 Jake Theodore Sonsini Trust in which the Reporting Person has no pecuniary interest.
F12 Peter W. Sonsini and Diane C. Sonsini, as trustees of the Louisa Marie Sonsini Trust dated December 5, 2019 (the "Louisa Marie Sonsini Trust"), received 12 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on December 20, 2022.
F13 The Reporting Person is a trustee of the Louisa Marie Sonsini 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 Louisa Marie Sonsini Trust in which the Reporting Person has no pecuniary interest.