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Filing Details

Accession Number:: 0001209191-22-062519
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-12-22 18:50:31
Reporting Period:: 2022-12-20

Accepted Time:: 2022-12-22 18:50:31
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
1237289	D Scott Sandell	1954 Greenspring Drive Suite 600 Timonium MD 21093		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	195	$0.00	195	No	4	J	Indirect	See Note 7
Common Stock	Acquisiton	2022-12-20	195	$0.00	195	No	4	J	Indirect	See Note 9
Common Stock	Acquisiton	2022-12-20	1,232	$0.00	1,232	No	4	J	Indirect	See Note 11
Common Stock	Acquisiton	2022-12-20	179	$0.00	179	No	4	J	Indirect	See Note 13
Common Stock	Disposition	2022-12-21	179	$30.74	0	No	4	S	Indirect	See Note 13

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	Indirect	See Note 7
No	4	J	Indirect	See Note 9
No	4	J	Indirect	See Note 11
No	4	J	Indirect	See Note 13
No	4	S	Indirect	See Note 13

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.
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.
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.
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.
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.
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.
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.
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 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.