SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Fletcher Kyle

(Last)

(First)

(Middle)

C/O CELULARITY INC.

170 PARK AVENUE

(Street)

FLORHAM PARK

07932

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/13/2022

3. Issuer Name and Ticker or Trading Symbol
Celularity Inc [ CELU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	33,135⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	02/20/2028	Class A Common Stock	22,708	$2.87	D
Stock Option (Right to Buy)	⁽²⁾	12/03/2028	Class A Common Stock	11,354	$3.88	D
Stock Option (Right to Buy)	⁽³⁾	02/06/2030	Class A Common Stock	34,936	$3.7	D
Stock Option (Right to Buy)	⁽⁴⁾	03/31/2032	Class A Common Stock	26,318	$8.71	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan). Each RSU represents the right to receive one share of the Issuer's Class A common stock. The RSUs underlying this award vest and become exercisable over a four-year period, with 25% vesting on the one-year anniversary of the grant date, with the remainder vesting in equal monthly installments thereafter so that vested in full on the four-year anniversary of the grant date, and subject to the Reporting Person's continuous service on each vesting date.

2. These options were granted under the Issuer's Amended and Restated 2017 Equity Incentive Plan (the "2017 Plan") assumed in the business combination and 100% of the shares subject to the stock option are fully vested and exercisable as of the date hereof.

3. This option was granted under the 2017 Plan and vests and becomes exercisable over a four-year period, with 25% of the option vesting on the one-year anniversary of the grant date, and the remainder vesting in equal monthly installments thereafter so that vested in full on the four-year anniversary of the grant date, and subject to the Reporting Person's continuous service on each vesting date.

4. This option was granted under the 2021 Plan and vests and becomes exercisable over a four-year period, with 25% of the option vesting on the one-year anniversary of the grant date, and the remainder vesting in equal monthly installments thereafter so that vested in full on the four-year anniversary of the grant date, and subject to the Reporting Person's continuous service on each vesting date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Keary Dunn, Attorney-in-Fact	07/15/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.