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

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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^*

Carroll Jill

(Last)

(First)

(Middle)

C/O ARCELLX, INC.

25 WEST WATKINS MILL ROAD, SUITE A

(Street)

GAITHERSBURG

20878

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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		3,400,144	A	$0.00⁽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	$0.00⁽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	$0.00⁽¹⁾	0	I	See footnote⁽²⁾
Series B-1 Preferred Stock	⁽¹⁾	02/08/2022		C			666,651	⁽¹⁾	⁽¹⁾	Common Stock	666,651	$0.00⁽¹⁾	0	I	See footnote⁽²⁾
Series B-2 Preferred Stock	⁽¹⁾	02/08/2022		C			533,389	⁽¹⁾	⁽¹⁾	Common Stock	533,389	$0.00⁽¹⁾	0	I	See footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	02/08/2022		C			649,795	⁽¹⁾	⁽¹⁾	Common Stock	649,795	$0.00⁽¹⁾	0	I	See footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	02/08/2022		C			433,196	⁽¹⁾	⁽¹⁾	Common Stock	433,196	$0.00⁽¹⁾	0	I	See footnote⁽⁴⁾

Explanation of Responses:

1. 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.

2. 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.

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. 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.

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:

	/s/ Lance Thibault, as Attorney-in-Fact	02/09/2022
	** 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).
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