Key facts
- This page summarizes GX Sponsor LLC's Form 4 filing for Celularity Inc (CELU).
- 5 reported transactions and 3 derivative rows are listed below.
- Accepted by SEC: 20 Jul 2021, 21:34.
GX Sponsor LLC - 16 Jul 2021 Form 4 Insider Report for Celularity Inc (CELU)
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- CELU
- Reported as of
- 16 Jul 2021
- Net transaction value
- +$7,000,000
- Reporting owner signature
- /s/ Jay R. Bloom, Authorized Signatory
Source evidence
Original filing metadata and source links for verification.
3 source fields
Reporting owner
1 detail
Key filing fact
GX Sponsor LLC filed Form 4 for Celularity Inc (CELU) on 20 Jul 2021.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: +$7,000,000.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
CELU
transaction
Class A Common Stock
Conversion of derivative security
- Transaction value
- $0
- Shares
- +7,187,500
- Change %
- Price
- $0.000000
- Shares after
- 7,187,500
- Date
- 16 Jul 2021
- Ownership
- Direct
- Footnotes
- F1, F2, F3
CELU
transaction
Class A Common Stock
Other
- Transaction value
- $0
- Shares
- -7,087,500
- Change %
- -99%
- Price
- $0.000000
- Shares after
- 100,000
- Date
- 16 Jul 2021
- Ownership
- Direct
- Footnotes
- F3, F4
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
CELU
transaction
Derivative
Class B Common Stock
Conversion of derivative security
- Transaction value
- $0
- Shares
- -7,187,500
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 16 Jul 2021
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 7,187,500
- Exercise price
- Footnotes
- F1
CELU
transaction
Derivative
Warrants
Award
- Transaction value
- $7,000,000
- Shares
- +7,000,000
- Change %
- Price
- $1.00
- Shares after
- 7,000,000
- Date
- 16 Jul 2021
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 7,000,000
- Exercise price
- $11.50
- Footnotes
- F5, F6, F7
CELU
transaction
Derivative
Warrants
Other
- Transaction value
- Shares
- -7,000,000
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 16 Jul 2021
- Ownership
- Direct
- Underlying class
- Class A Common Stock
- Underlying amount
- 7,000,000
- Exercise price
- $11.50
- Footnotes
- F6, F7, F8
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
GX Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 8 footnotes
Footnote F1
On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").
Footnote F2
25% of the shares are subject to vesting. Such shares shall vest on the first day that the volume weighted average price of the Common Stock on Nasdaq is at or above $12.00 for 20 trading days over a 30 consecutive trading day period immediately preceding such day. Shares that do not vest by July 15, 2031 will be forfeited. Vesting is subject to acceleration upon certain change of control events at the Issuer.
Footnote F3
Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Footnote F4
Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.
Footnote F5
Reflects warrants of the Issuer ("Private Warrants"), which were acquired from the Issuer at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the Issuer's initial public offering. These Private Warrants were later exchanged for warrants having the same terms, except that they are non-transferable other than to permitted transferees. Pursuant to the terms of the issuance, such warrants were not eligible to become exercisable unless the Issuer consummated its initial business combination, which occurred on July 16, 2021.
Footnote F6
The warrants will become exercisable 30 days after the completion of the Business Combination.
Footnote F7
The warrants will expire on the fifth anniversary of the completion of the Business Combination.
Footnote F8
Represents a pro rata distribution of Private Warrants to direct and indirect members of Sponsor.