Arcellx Inc.

11/12/2024 | Press release | Distributed by Public on 11/12/2024 19:31

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Patel Kavita
2. Issuer Name and Ticker or Trading Symbol
Arcellx, Inc. [ACLX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ARCELLX, INC., 800 BRIDGE PARKWAY 		3. Date of Earliest Transaction (Month/Day/Year)
11/07/2024
(Street)
REDWOOD CITY, CA 94065 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/07/2024 M 8,478 A $6.66 8,478 D
Common Stock 11/07/2024 S(1) 8,478 D $99.2995(2) 0 D
Common Stock 11/08/2024 M 7,976 A $6.66 7,976 D
Common Stock 11/08/2024 M 25,787 A $15 33,763 D
Common Stock 11/08/2024 S(1) 5,900 D $99.5995(3) 27,863 D
Common Stock 11/08/2024 S(1) 2,076 D $100.5729(4) 25,787 D
Common Stock 11/08/2024 S(1) 25,787 D $105.4607(5) 0 D
Common Stock 11/11/2024 M 15,238 A $15 15,238 D
Common Stock 11/11/2024 S(1) 12,233 D $105.677(6) 3,005 D
Common Stock 11/11/2024 S(1) 3,005 D $106.9083(7) 0 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $6.66 11/07/2024 M 8,478 (8) 12/07/2031 Common Stock 8,478 $ 0 51,553 D
Stock Option (right to buy) $6.66 11/08/2024 M 7,976 (8) 12/07/2031 Common Stock 7,976 $ 0 43,577 D
Stock Option (right to buy) $15 11/08/2024 M 25,787 (9) 02/03/2032 Common Stock 25,787 $ 0 35,751 D
Stock Option (right to buy) $15 11/11/2024 M 15,238 (9) 02/03/2032 Common Stock 15,238 $ 0 20,513 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Patel Kavita
C/O ARCELLX, INC.
800 BRIDGE PARKWAY
REDWOOD CITY, CA 94065 		X

Signatures

/s/ Michelle Gilson, as Attorney-in-Fact 11/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The sale of shares reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on March 28, 2024.
(2) Represents the weighted average share price of an aggregate total of 8,478 shares sold in the price range of $99.24 to $99.48 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(3) Represents the weighted average share price of an aggregate total of 5,900 shares sold in the price range of $99.24 to $100.12 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(4) Represents the weighted average share price of an aggregate total of 2,076 shares sold in the price range of $100.57 to $100.58 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(5) Represents the weighted average share price of an aggregate total of 25,787 shares sold in the price range of $105.24 to $105.96 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(6) Represents the weighted average share price of an aggregate total of 12,233 shares sold in the price range of $105.34 to $106.27 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(7) Represents the weighted average share price of an aggregate total of 3,005 shares sold in the price range of $106.34 to $107.25 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
(8) Shares issued pursuant to the Issuer's 2017 Equity Incentive Plan (the "2017 Plan"). Subject to the Reporting Person continuing to be a Service Provider (as defined in the 2017 Plan) through each applicable date, twenty-five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one forty-eighth (1/48th) of the shares subject to the option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean December 1, 2021.
(9) Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the shares subject to the option will vest each year following Equity Grant Date on the same day of the month as the Equity Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over three (3) years. "Equity Grant Date" shall mean February 3, 2022.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.