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Filing Details

Accession Number:: 0001209191-22-008157
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-02-09 17:51:42
Reporting Period:: 2022-02-08

Accepted Time:: 2022-02-09 17:51:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1786205	Arcellx Inc.	ACLX	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1598542	Jill Carroll	C/O Arcellx, Inc. 25 West Watkins Mill Road, Suite A Gaithersburg MD 20878		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-02-08	3,400,144	$0.00	3,400,144	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2022-02-08	66,667	$15.00	3,466,811	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2022-02-08	433,196	$0.00	433,196	No	4	C	Indirect	See footnote
Common Stock	Acquisiton	2022-02-08	1,600,000	$15.00	2,033,196	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2022-02-08	1,550,309	$0.00	1,550,309	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2022-02-08	666,651	$0.00	666,651	$0.00
Common Stock	Series B-2 Preferred Stock	Disposition	2022-02-08	533,389	$0.00	533,389	$0.00
Common Stock	Series C Preferred Stock	Disposition	2022-02-08	649,795	$0.00	649,795	$0.00
Common Stock	Series C Preferred Stock	Disposition	2022-02-08	433,196	$0.00	433,196	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

All shares of Series A Preferred Stock, par value $0.001 per share, Series B-1 Preferred Stock, par value $0.001 per share, Series B-2 Preferred Stock, par value $0.001 per share, and Series C Preferred Stock, par value $0.001 per share, of the Issuer automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering of its Common Stock, and have no expiration date.
Shares directly held by SR One Capital Fund I Aggregator, L.P. SR One Capital Partners I, LP serves as the general partner of SR One Capital Fund I Aggregator, LP and SR One Capital Management, LLC serves as the general partner of SR One Capital Partners I, LP. The Reporting Person, a member of the Issuer's board of directors, is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Fund I Aggregator, L.P. and, therefore, may be deemed to have a pecuniary interest over these shares. The Reporting Person disclaims beneficial ownership of the shares held of record by SR One Capital Fund I Aggregator, L.P. except to the extent of her pecuniary interest therein.
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.
Shares directly held by by SR One Co-Invest II, LLC. SR One Co-Invest Manager II, LLC serves as the manager of SR Co-Invest II, LLC, and SR One Capital Management, LLC serves as the managing member of SR Co-Invest Manager II, LLC. The Reporting Person, a member of the Issuer's board of directors, is a partner of SR One Capital Management, LP, an entity affiliated with SR One Co-Invest II, LLC and, therefore, may be deemed to have a pecuniary interest over these shares. The Reporting person disclaims beneficial ownership of the shares held of record by SR One Co-Invest II, LLC except to the extent of her pecuniary interest therein.
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.