UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)
 

Celularity Operations Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

151190 105

(CUSIP Number)

July 16, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 151190 105
	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) United Therapeutics Corporation 52-1984749
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		þ
		(b)		¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 0
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) CO

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CUSIP No. 151190 105
	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Lung Biotechnology PBC 52-2225205
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		þ
		(b)		¨
	3.	SEC Use Only
	4.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0
			6.		Shared Voting Power 0
			7.		Sole Dispositive Power 0
			8.		Shared Dispositive Power 0
	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
	11.	Percent of Class Represented by Amount in Row (9) 0%
	12.	Type of Reporting Person (See Instructions) CO

Explanatory Note:

Due to a printer error, on February 4, 2022, a Schedule 13G was inadvertently filed by United Therapeutics Corporation and Lung Biotechnology PBC (together, the “Reporting Persons”) under the CIK of Celularity Operations Inc. as the Subject Company (the “Original Filing”). The correct Subject Company was Celularity Inc., and this Amendment No. 1 (“Amendment No. 1”) is being filed to clarify that the Reporting Persons hold no securities in Celularity Operations, Inc.

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Item 1.
	(a)	Name of Issuer: Celularity Operations Inc.
	(b)	Address of Issuer’s Principal Executive Offices: 170 Park Avenue Florham Park, NJ 07932
Item 2.
	(a)	Name of Persons Filing: United Therapeutics Corporation Lung Biotechnology PBC
	(b)	Address of Principal Business Office or, if none, Residence: 1040 Spring Street Silver Spring, MD 20910
	(c)	Citizenship: United Therapeutics Corporation is a Delaware public benefit corporation and Lung Biotechnology is a Delaware public benefit corporation
	(d)	Title of Class of Securities: Common Stock
	(e)	CUSIP Number: 1151190 105
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable
	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	¨	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
	(k)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

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Item 4.	Ownership.
	(a)	Amount beneficially owned: 0
	(b)	Percent of class:    0%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 0
		(ii)	Shared power to vote or to direct the vote 0
		(iii)	Sole power to dispose or to direct the disposition of 0
		(iv)	Shared power to dispose or to direct the disposition of 0
Item 5.	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   x.* [Will there be a note corresponding to the asterisk?]
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Lung Biotechnology PBC is a wholly-owned subsidiary of United Therapeutics Corporation.
Item 8.	Identification and Classification of Members of the Group.
Not applicable.
Item 9.	Notice of Dissolution of Group.
Not applicable.
Item 10.	Certifications.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 3, 2023	UNITED THERAPEUTICS CORPORATION
	By:	/s/ John S. Hess, Jr.
	Name:	John S. Hess, Jr.
	Title:    Executive Vice President, Deputy General Counsel and Assistant Secretary
Date: February 3, 2023	LUNG BIOTECHNOLOGY PBC
	By:	/s/ John S. Hess, Jr.
	Name:	John S. Hess, Jr.
	Title:    Executive Vice President, Deputy General Counsel and Assistant Secretary