0001209191-21-047513.txt : 20210720
0001209191-21-047513.hdr.sgml : 20210720
20210720211754
ACCESSION NUMBER: 0001209191-21-047513
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210716
FILED AS OF DATE: 20210720
DATE AS OF CHANGE: 20210720
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCULLEY JOHN
CENTRAL INDEX KEY: 0001015816
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38914
FILM NUMBER: 211102520
MAIL ADDRESS:
STREET 1: C/O KALEIDO BIOSCIENCES, INC.
STREET 2: 65 HAYDEN AVENUE
CITY: LEXINGTON
STATE: MA
ZIP: 02421
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Celularity Inc
CENTRAL INDEX KEY: 0001752828
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 831702591
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1325 AVENUE OF THE AMERICAS
STREET 2: 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2126163700
MAIL ADDRESS:
STREET 1: 1325 AVENUE OF THE AMERICAS
STREET 2: 25TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER COMPANY:
FORMER CONFORMED NAME: GX Acquisition Corp.
DATE OF NAME CHANGE: 20180912
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-07-16
0
0001752828
Celularity Inc
CELU
0001015816
SCULLEY JOHN
C/O CELULARITY INC.
170 PARK AVENUE
FLORHAM PARK
NJ
07932
1
0
0
0
Stock Option (Right to Buy)
0.28
2021-07-16
4
A
0
768594
0.00
A
2031-07-16
Class A Common Stock
768594
768594
D
Deferred Compensation Award (Right to Buy)
3.83
2021-07-16
4
A
0
269007
0.00
A
2031-07-16
Class A Common Stock
269007
269007
D
This option is fully vested and exercisable.
Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc."
This Deferred Compensation Award ("DCA") shall become exercisable solely upon the first to occur of: (i) the consummation of a change of control that is also a change in the ownership or effective control of the Issuer, or in the ownership of a substantial portion of the Issuer's assets, (ii) the Reporting Person's death or disability, or (iii) March 24, 2023, subject to the Reporting Person's continuous service with the Issuer on such date.
/s/ Keary Dunn, Attorney-in-Fact
2021-07-20