0001209191-22-062516.txt : 20221222 0001209191-22-062516.hdr.sgml : 20221222 20221222184710 ACCESSION NUMBER: 0001209191-22-062516 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: Makhzoumi Mohamad CENTRAL INDEX KEY: 0001630226 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41259 FILM NUMBER: 221483098 MAIL ADDRESS: STREET 1: 2855 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 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 0001630226 Makhzoumi Mohamad 2855 SAND HILL ROAD MENLO PARK CA 94025 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 0 283 0.00 A 283 D Common Stock 2022-12-20 4 J 0 179 0.00 A 179 I See Note 8 Common Stock 2022-12-21 4 S 0 179 30.7372 D 0 I See Note 8 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. The Reporting Person received 283 shares of Common Stock of the Issuer in a distribution made by NEA Partners 15 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