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Filing Details

Accession Number:: 0001209191-22-062742
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-12-27 18:48:30
Reporting Period:: 2022-12-23

Accepted Time:: 2022-12-27 18:48:30
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

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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	Disposition	2022-12-23	195	$31.67	0	No	4	S	Indirect	See Note 2
Common Stock	Disposition	2022-12-23	195	$31.67	0	No	4	S	Indirect	See Note 3

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Note 2
No	4	S	Indirect	See Note 3

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	4,745,262	Indirect	See Note 4
Common Stock	1,232	Indirect	See Note 5

Footnotes

The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.66 to $31.73 per share, inclusive. The Reporting Person 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.
The securities are held directly by the Scott Sandell Rising River Trust, dated December 20, 2012 (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.
The securities are held directly by the Jennifer Ayer Sandell Rising River Trust, dated December 20, 2012 (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 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 New Enterprise Associates 15, L.P. ("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.
The Reporting Person is the trustee of the Blue Mountain Trust, dated April 29, 2019 (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.