SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SR ONE CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Arcellx, Inc. [ ACLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/08/2022		C		1,550,309	A	⁽¹⁾	1,550,309	I	See Footnote⁽²⁾
Common Stock	02/08/2022		C		666,651	A	⁽¹⁾	2,216,960	I	See Footnote⁽²⁾
Common Stock	02/08/2022		C		533,389	A	⁽¹⁾	2,750,349	I	See Footnote⁽²⁾
Common Stock	02/08/2022		C		649,795	A	⁽¹⁾	3,400,144	I	See Footnote⁽²⁾
Common Stock	02/08/2022		P		66,667⁽³⁾	A	$15	3,466,811	I	See Footnote⁽²⁾
Common Stock	02/08/2022		C		433,196	A	⁽¹⁾	433,196	I	See Footnote⁽⁴⁾
Common Stock	02/08/2022		P		1,600,000⁽⁵⁾	A	$15	2,033,196	I	See Footnote⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	02/08/2022		C			1,550,309	⁽¹⁾	⁽¹⁾	Common Stock	1,550,309	⁽¹⁾	0	I	See Footnote⁽²⁾
Series B-1 Preferred Stock	⁽¹⁾	02/08/2022		C			666,651	⁽¹⁾	⁽¹⁾	Common Stock	666,651	⁽¹⁾	0	I	See Footnote⁽²⁾
Series B-2 Preferred Stock	⁽¹⁾	02/08/2022		C			533,389	⁽¹⁾	⁽¹⁾	Common Stock	533,389	⁽¹⁾	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	02/08/2022		C			649,795	⁽¹⁾	⁽¹⁾	Common Stock	649,795	⁽¹⁾	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	02/08/2022		C			433,196	⁽¹⁾	⁽¹⁾	Common Stock	433,196	⁽¹⁾	0	I	See Footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

SR ONE CAPITAL MANAGEMENT, LLC

(Last)

(First)

(Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SR ONE CAPITAL PARTNERS I, LP

(Last)

(First)

(Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SR One Capital Fund I Aggregator LP

(Last)

(First)

(Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SR One Co-Invest II, LLC

(Last)

(First)

(Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

George Simeon

(Last)

(First)

(Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SR One Co-Invest II Manager, LLC

(Last)

(First)

(Middle)

985 OLD EAGLE SCHOOL ROAD

SUITE 511

(Street)

WAYNE

19087

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. All outstanding shares of Preferred Stock will automatically convert into shares of Common Stock at the Reporting Person's election and automatically upon the closing of the initial public offering of Arcellx, Inc. (the "Issuer"). The Preferred Stock has no expiration date.

2. The reported securities are held directly by SR One Capital Fund I Aggregator, LP. SR One Capital Partners I, LP is the general partner of SR One Capital Fund I Aggregator, LP, and SR One Capital Management, LLC is the general partner of SR One Capital Partners I, LP. Simeon George is the managing member of SR One Capital Management, LLC. Each of SR One Capital Partners I, LP, SR One Capital Management, LLC and Mr. George may each be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.

3. 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.

4. The reported securities are held directly by SR One Co-Invest II, LLC. SR One Co-Invest Manager II, LLC is the managing member of SR One Co-Invest II, LLC, and SR One Capital Management, LLC is the managing member of SR One Co-Invest Manager II, LLC. Simeon George is the managing member of SR One Capital Management, LLC. Each of SR One Co-Invest Manager II, LLC, SR One Capital Management, LLC and Mr. George may each be deemed to have shared power to vote or dispose of these shares, and each disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.

5. 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.

Remarks:

	SR ONE CAPITAL MANAGEMENT, LLC, By: /s/ Simeon George, Member	02/10/2022
	SR ONE CAPITAL PARTNERS I, LP, By: SR One Capital Management, LLC, its General Partner, By: /s/ Simeon George, Member	02/10/2022
	SR ONE CAPITAL FUND I AGGREGATOR, L.P., By: SR One Capital Partners I, LP, its General Partner, By: SR One Capital Management, LLC, its General Partner, By: /s/ Simeon George, Member	02/10/2022
	SR ONE CO-INVEST II, LLC, by SR One Co-Invest Manager II, LLC, its Managing Member, By: SR One Capital Management, LLC, its Managing Member, By: /s/ Simeon George, Managing Member	02/10/2022
	/s/ Simeon George	02/10/2022
	SR ONE CO-INVEST MANAGER II, LLC, By: SR One Capital Management, LLC, its Managing Member, By: /s/ Simeon George, Managing Member	02/10/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.