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