Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-22-062516
Date:2022-12-20
Issuer: ARCELLX, INC. (ACLX)
Original Submission Date:

Reporting Person:

MAKHZOUMI MOHAMAD
2855 SAND HILL ROAD
MENLO PARK, CA 94025

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 indirect
COMMON STOCK 2022-12-20 J 30,000 a $0.00 30,000 indirect
COMMON STOCK 2022-12-20 J 30,000 d $0.00 0 indirect
COMMON STOCK 2022-12-20 J 283 a $0.00 283 direct
COMMON STOCK 2022-12-20 J 179 a $0.00 179 indirect
COMMON STOCK 2022-12-21 S 179 d $30.74 0 indirect
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 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.
f3 nea partners 15 received 30,000 shares of common stock of the issuer in the distribution made by nea 15 on december 20, 2022.
f4 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.
f5 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.
f6 the reporting person received 283 shares of common stock of the issuer in a distribution made by nea partners 15 on december 20, 2022.
f7 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.
f8 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.
f9 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.
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