0001209191-22-008157.txt : 20220209
0001209191-22-008157.hdr.sgml : 20220209
20220209175142
ACCESSION NUMBER: 0001209191-22-008157
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220208
FILED AS OF DATE: 20220209
DATE AS OF CHANGE: 20220209
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Carroll Jill
CENTRAL INDEX KEY: 0001598542
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41259
FILM NUMBER: 22608567
MAIL ADDRESS:
STREET 1: C/O APPLIED GENETIC TECHNOLOGIES CORP.
STREET 2: 11801 RESEARCH DRIVE, SUITE D
CITY: ALACHUA
STATE: FL
ZIP: 32615
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
2022-02-08
0
0001786205
Arcellx, Inc.
ACLX
0001598542
Carroll Jill
C/O ARCELLX, INC.
25 WEST WATKINS MILL ROAD, SUITE A
GAITHERSBURG
MD
20878
1
0
0
0
Common Stock
2022-02-08
4
C
0
3400144
0.00
A
3400144
I
See footnote
Common Stock
2022-02-08
4
P
0
66667
15.00
A
3466811
I
See footnote
Common Stock
2022-02-08
4
C
0
433196
0.00
A
433196
I
See footnote
Common Stock
2022-02-08
4
P
0
1600000
15.00
A
2033196
I
See footnote
Series A Preferred Stock
2022-02-08
4
C
0
1550309
0.00
D
Common Stock
1550309
0
I
See footnote
Series B-1 Preferred Stock
2022-02-08
4
C
0
666651
0.00
D
Common Stock
666651
0
I
See footnote
Series B-2 Preferred Stock
2022-02-08
4
C
0
533389
0.00
D
Common Stock
533389
0
I
See footnote
Series C Preferred Stock
2022-02-08
4
C
0
649795
0.00
D
Common Stock
649795
0
I
See footnote
Series C Preferred Stock
2022-02-08
4
C
0
433196
0.00
D
Common Stock
433196
0
I
See footnote
All shares of Series A Preferred Stock, par value $0.001 per share, Series B-1 Preferred Stock, par value $0.001 per share, Series B-2 Preferred Stock, par value $0.001 per share, and Series C Preferred Stock, par value $0.001 per share, of the Issuer automatically converted on a one-for-one basis to shares of the Issuer's common stock, par value $0.001 per share ("Common Stock") immediately prior to the closing of the Issuer's initial public offering of its Common Stock, and have no expiration date.
Shares directly held by SR One Capital Fund I Aggregator, L.P. SR One Capital Partners I, LP serves as the general partner of SR One Capital Fund I Aggregator, LP and SR One Capital Management, LLC serves as the general partner of SR One Capital Partners I, LP. The Reporting Person, a member of the Issuer's board of directors, is a partner of SR One Capital Management, LP, an entity affiliated with SR One Capital Fund I Aggregator, L.P. and, therefore, may be deemed to have a pecuniary interest over these shares. The Reporting Person disclaims beneficial ownership of the shares held of record by SR One Capital Fund I Aggregator, L.P. except to the extent of her pecuniary interest therein.
SR One Capital Fund I Aggregator, LP purchased 66,667 shares of Common Stock of the Issuer in connection with the Issuer's public offering.
Shares directly held by by SR One Co-Invest II, LLC. SR One Co-Invest Manager II, LLC serves as the manager of SR Co-Invest II, LLC, and SR One Capital Management, LLC serves as the managing member of SR Co-Invest Manager II, LLC. The Reporting Person, a member of the Issuer's board of directors, is a partner of SR One Capital Management, LP, an entity affiliated with SR One Co-Invest II, LLC and, therefore, may be deemed to have a pecuniary interest over these shares. The Reporting person disclaims beneficial ownership of the shares held of record by SR One Co-Invest II, LLC except to the extent of her pecuniary interest therein.
SR One Co-Invest II, LLC purchased 1,600,000 shares of Common Stock of the Issuer in connection with the Issuer's public offering.
/s/ Lance Thibault, as Attorney-in-Fact
2022-02-09