Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-22-062501
Date:2022-12-20
Issuer: ARCELLX, INC. (ACLX)
Original Submission Date:

Reporting Person:

NEW ENTERPRISE ASSOCIATES 15, L.P.
1954 GREENSPRING DRIVE
SUITE 600 TIMONIUM, MD 21093

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2022-12-20 J 2,000,000 d $0.00 4,745,262 f2 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 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.
f2 the securities are directly held by nea 15 and are indirectly held by nea partners 15, l.p. ("nea partners 15"), the sole general partner of nea15, nea 15 gp, llc ("nea 15 gp"), the sole general partner of nea partners 15, and the individual managers of nea 15 gp (nea partners 15,nea 15 gp and the individual managers of nea 15 gp (collectively, the "nea 15 managers"), together, the "nea 15 indirect reportingpersons"). the nea 15 managers are forest baskett, anthony a. florence, jr., mohamad makhzoumi, scott d. sandell and peter w. sonsini.the nea 15 indirect reporting persons disclaim 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 nea 15 indirect reporting persons have no pecuniaryinterest.
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