0001209191-22-062521.txt : 20221222 0001209191-22-062521.hdr.sgml : 20221222 20221222185303 ACCESSION NUMBER: 0001209191-22-062521 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221220 FILED AS OF DATE: 20221222 DATE AS OF CHANGE: 20221222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sonsini Peter W. CENTRAL INDEX KEY: 0001559807 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41259 FILM NUMBER: 221483127 MAIL ADDRESS: STREET 1: 2855 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Arcellx, Inc. CENTRAL INDEX KEY: 0001786205 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 472855917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 25 WEST WATKINS MILL ROAD STREET 2: SUITE A CITY: GAITHERSBURG STATE: MD ZIP: 20878 BUSINESS PHONE: 240-723-6641 MAIL ADDRESS: STREET 1: 25 WEST WATKINS MILL ROAD STREET 2: SUITE A CITY: GAITHERSBURG STATE: MD ZIP: 20878 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-12-20 0 0001786205 Arcellx, Inc. ACLX 0001559807 Sonsini Peter W. 2855 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 Common Stock 2022-12-20 4 J 0 2000000 0.00 D 4745262 I See Note 2 Common Stock 2022-12-20 4 J 0 30000 0.00 A 30000 I See Note 4 Common Stock 2022-12-20 4 J 0 30000 0.00 D 0 I See Note 4 Common Stock 2022-12-20 4 J 0 785 0.00 A 785 I See Note 7 Common Stock 2022-12-20 4 J 0 12 0.00 A 12 I See Note 9 Common Stock 2022-12-20 4 J 0 12 0.00 A 12 I See Note 11 Common Stock 2022-12-20 4 J 0 12 0.00 A 12 I See Note 13 New Enterprise Associates 15, L.P. ("NEA 15") made a pro rata distribution of 2,000,000 shares of Common Stock of the Issuer to its general partner and limited partners for no consideration on December 20, 2022. The Reporting Person is a manager of NEA 15 GP, LLC ("NEA 15 GP"), which is the sole general partner of NEA Partners 15, L.P. ("NEA Partners 15"). NEA Partners 15 is the sole general partner of NEA 15, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 15 in which the Reporting Person has no pecuniary interest. NEA Partners 15 received 30,000 shares of Common Stock of the Issuer in the distribution made by NEA 15 on December 20, 2022. The Reporting Person is a manager of NEA 15 GP, which is the sole general partner of NEA Partners 15, the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA Partners 15 in which the Reporting Person has no pecuniary interest. NEA Partners 15 made a pro rata distribution of 30,000 shares of Common Stock of the Issuer to its limited partners for no consideration on December 20, 2022. Peter W. Sonsini and Diane C. Sonsini, as trustees of the Peter & Diane Sonsini Family Trust dated January 17, 2007 (the "Sonsini Family Trust"), received 785 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on December 20, 2022. The Reporting Person is a trustee of the Sonsini Family Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Sonsini Family Trust in which the Reporting Person has no pecuniary interest. Peter W. Sonsini and Diane C. Sonsini, as trustees of the Elsa Katherine Sonsini Trust dated December 5, 2019 (the "Elsa Katherine Sonsini Trust"), received 12 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on December 20, 2022. The Reporting Person is a trustee of the Elsa Katherine Sonsini Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Elsa Katherine Sonsini Trust in which the Reporting Person has no pecuniary interest. Peter W. Sonsini and Diane C. Sonsini, as trustees of the Jake Theodore Sonsini Trust dated December 5, 2019 (the "Jake Theodore Sonsini Trust"), received 12 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on December 20, 2022. The Reporting Person is a trustee of the Jake Theodore Sonsini Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Jake Theodore Sonsini Trust in which the Reporting Person has no pecuniary interest. Peter W. Sonsini and Diane C. Sonsini, as trustees of the Louisa Marie Sonsini Trust dated December 5, 2019 (the "Louisa Marie Sonsini Trust"), received 12 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on December 20, 2022. The Reporting Person is a trustee of the Louisa Marie Sonsini Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Louisa Marie Sonsini Trust in which the Reporting Person has no pecuniary interest. /s/ Louis Citron, attorney-in-fact 2022-12-22