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