0001209191-22-006886.txt : 20220203
0001209191-22-006886.hdr.sgml : 20220203
20220203172909
ACCESSION NUMBER: 0001209191-22-006886
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20220203
FILED AS OF DATE: 20220203
DATE AS OF CHANGE: 20220203
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lubner David Charles
CENTRAL INDEX KEY: 0001572000
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41259
FILM NUMBER: 22589837
MAIL ADDRESS:
STREET 1: C/O TETRAPHASE PHARMACEUTICALS, INC.
STREET 2: 480 ARSENAL STREET, SUITE 110
CITY: WATERTOWN
STATE: MA
ZIP: 02472
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
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2022-02-03
0
0001786205
Arcellx, Inc.
ACLX
0001572000
Lubner David Charles
C/O ARCELLX, INC.
25 WEST WATKINS MILL ROAD, SUITE A
GAITHERSBURG
MD
20878
1
0
0
0
Stock Option (right to buy)
6.83
2030-08-31
Common Stock
13626
D
Stock Option (right to buy)
6.28
2031-06-09
Common Stock
65405
D
Stock Option (right to buy)
6.66
2031-12-07
Common Stock
31794
D
Series C Preferred Stock
Common Stock
21659
D
Shares issued pursuant to the Issuer's 2017 Equity Incentive Plan (the "2017 Plan"). Subject to the Reporting Person continuing to be a Service Provider (as defined 2017 Plan) through each applicable date, twenty-five percent (25%) of the shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean September 1, 2020.
Shares issued pursuant to the Issuer's 2017 Equity Incentive Plan (the "2017 Plan"). Subject to the Reporting Person continuing to be a Service Provider (as defined 2017 Plan) through each applicable date, one forty-eighth (1/48th) of the shares subject to the option shall vest each month following the Vesting Commencement Date on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean June 9, 2021.
Shares issued pursuant to the Issuer's 2017 Equity Incentive Plan (the "2017 Plan"). Subject to the Reporting Person continuing to be a Service Provider (as defined 2017 Plan) through each applicable date, one forty-eighth (1/48th) of the shares subject to the option shall vest each month following the Vesting Commencement Date on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month). "Vesting Commencement Date" shall mean December 1, 2021.
All shares of the Series C Preferred Stock, par value $0.001 per share, of the Issuer will automatically be converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") prior to the closing of the Issuer's initial public offering of its Common Stock, and have no expiration date.
Exhibit 24 - Power of Attorney
/s/ Lance Thibault, as Attorney-in-Fact
2022-02-03
EX-24
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
The undersigned, as a Section 16 reporting person of Arcellx, Inc. (the
"Company"), hereby constitutes and appoints Rami Elghandour, Lance Thibault,
Mariana Vieira, Daniel Koeppen and Jennifer Fang the undersigned's true and
lawful attorneys-in-fact to:
1. complete and execute Forms 3, 4 and 5 and other forms and all amendments
thereto as such attorneys-in-fact shall in their discretion determine to be
required or advisable pursuant to Section 16 of the Securities Exchange Act of
1934 (as amended) and the rules and regulations promulgated thereunder, or any
successor laws and regulations, as a consequence of the undersigned's ownership,
acquisition or disposition of securities of the Company; and
2. do all acts necessary in order to file such forms with the Securities and
Exchange Commission, any securities exchange or national association, the
Company and such other person or agency as the attorneys-in-fact shall deem
appropriate.
The undersigned hereby ratifies and confirms all that said attorneys in-fact and
agent shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, is not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934 (as amended).
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 4th day of January, 2022.
Signature: /s/ David C. Lubner
Print Name: David C. Lubner