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