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Filing Details

Accession Number:: 0001209191-22-062516
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-12-22 18:47:10
Reporting Period:: 2022-12-20

Accepted Time:: 2022-12-22 18:47:10
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
1630226	Mohamad Makhzoumi	2855 Sand Hill Road Menlo Park CA 94025		No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2022-12-20	2,000,000	$0.00	4,745,262	No	4	J	Indirect	See Note 2
Common Stock	Acquisiton	2022-12-20	30,000	$0.00	30,000	No	4	J	Indirect	See Note 4
Common Stock	Disposition	2022-12-20	30,000	$0.00	0	No	4	J	Indirect	See Note 4
Common Stock	Acquisiton	2022-12-20	283	$0.00	283	No	4	J	Direct
Common Stock	Acquisiton	2022-12-20	179	$0.00	179	No	4	J	Indirect	See Note 8
Common Stock	Disposition	2022-12-21	179	$30.74	0	No	4	S	Indirect	See Note 8

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Note 2
No	4	J	Indirect	See Note 4
No	4	J	Indirect	See Note 4
No	4	J	Direct
No	4	J	Indirect	See Note 8
No	4	S	Indirect	See Note 8

Footnotes

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.
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.
NEA Partners 15 received 30,000 shares of Common Stock of the Issuer in the distribution made by NEA 15 on December 20, 2022.
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.
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.
The Reporting Person received 283 shares of Common Stock of the Issuer in a distribution made by NEA Partners 15 on December 20, 2022.
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.
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.
The reported price in Column 4 is a weighted average price. These shares were purchased 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.