0001209191-22-062510.txt : 20221222
0001209191-22-062510.hdr.sgml : 20221222
20221222183732
ACCESSION NUMBER: 0001209191-22-062510
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221220
FILED AS OF DATE: 20221222
DATE AS OF CHANGE: 20221222
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Florence Anthony A. Jr.
CENTRAL INDEX KEY: 0001559827
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41259
FILM NUMBER: 221483079
MAIL ADDRESS:
STREET 1: 5425 WISCONSIN AVENUE, SUITE 800
CITY: CHEVY CHASE
STATE: MD
ZIP: 20815
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Arcellx, Inc.
CENTRAL INDEX KEY: 0001786205
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 472855917
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 25 WEST WATKINS MILL ROAD
STREET 2: SUITE A
CITY: GAITHERSBURG
STATE: MD
ZIP: 20878
BUSINESS PHONE: 240-723-6641
MAIL ADDRESS:
STREET 1: 25 WEST WATKINS MILL ROAD
STREET 2: SUITE A
CITY: GAITHERSBURG
STATE: MD
ZIP: 20878
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-12-20
0
0001786205
Arcellx, Inc.
ACLX
0001559827
Florence Anthony A. Jr.
5425 WISCONSIN AVENUE, SUITE 800
CHEVY CHASE
MD
20815
0
0
1
0
Common Stock
2022-12-20
4
J
0
2000000
0.00
D
4745262
I
See Note 2
Common Stock
2022-12-20
4
J
0
30000
0.00
A
30000
I
See Note 4
Common Stock
2022-12-20
4
J
0
30000
0.00
D
0
I
See Note 4
Common Stock
2022-12-20
4
J
0
179
0.00
A
179
I
See Note 7
Common Stock
2022-12-21
4
S
0
179
30.7372
A
0
I
See Note 7
New Enterprise Associates 15, L.P. ("NEA 15") made a pro rata distribution of 2,000,000 shares of Common Stock of the Issuer to its general partner and limited partners for no consideration on December 20, 2022.
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 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.
NEA Partners 15 received 30,000 shares of Common Stock of the Issuer in the distribution made by NEA 15 on December 20, 2022.
The Reporting Person is a manager of NEA 15 GP, which is the sole general partner of NEA Partners 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 Partners 15 in which the Reporting Person has no pecuniary interest.
NEA Partners 15 made a pro rata distribution of 30,000 shares of Common Stock of the Issuer to its limited partners for no consideration on December 20, 2022.
New Enterprise Associates, LLC ("NEA LLC") received 179 shares of Common Stock of the Issuer in a distribution by NEA 15 on December 20, 2022.
The Reporting Person is a member of the Board of Directors of NEA LLC, 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 LLC in which the Reporting Person has no pecuniary interest.
The reported price in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $30.73 to $30.75 per share, inclusive. The Reporting Persons 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.
/s/ Louis Citron, attorney-in-fact
2022-12-22