0001209191-21-047527.txt : 20210720
0001209191-21-047527.hdr.sgml : 20210720
20210720213430
ACCESSION NUMBER: 0001209191-21-047527
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210716
FILED AS OF DATE: 20210720
DATE AS OF CHANGE: 20210720
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mazur Marc
CENTRAL INDEX KEY: 0001361226
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38914
FILM NUMBER: 211102561
MAIL ADDRESS:
STREET 1: 31 WEST 52ND ST. 17TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Celularity Inc
CENTRAL INDEX KEY: 0001752828
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 831702591
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1325 AVENUE OF THE AMERICAS
STREET 2: 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2126163700
MAIL ADDRESS:
STREET 1: 1325 AVENUE OF THE AMERICAS
STREET 2: 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER COMPANY:
FORMER CONFORMED NAME: GX Acquisition Corp.
DATE OF NAME CHANGE: 20180912
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-07-16
0
0001752828
Celularity Inc
CELU
0001361226
Mazur Marc
1325 AVENUE OF THE AMERICAS, 25TH FLOOR
NEW YORK
NY
10019
1
0
0
0
Class A Common Stock
48927
D
Warrants
11.50
Class A Common Stock
25000
25000
D
Represents shares received in a pro rata distribution-in-kind from GX Sponsor LLC ("Sponsor"). 25% of the shares are subject to vesting. Such shares shall vest on the first day that the volume weighted average price of the Common Stock on Nasdaq is at or above $12.00 for 20 trading days over a 30 consecutive trading day period immediately preceding such day. Shares that do not vest by July 15, 2031 will be forfeited. Vesting is subject to acceleration upon certain change of control events at Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").
The warrants will become exercisable 30 days after July 16, 2021, the completion date of the business combination (the "Business Combination") among GX Acquisition Corp., Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021.
The warrants will expire on the fifth anniversary of the completion of the Business Combination.
Represents warrants, which were acquired from the Issuer at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the Issuer's initial public offering, received in a pro rata distribution-in-kind from Sponsor.
/s/ Marc B. Mazur
2021-07-20