0001209191-22-006864.txt : 20220203 0001209191-22-006864.hdr.sgml : 20220203 20220203171942 ACCESSION NUMBER: 0001209191-22-006864 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: Elghandour Rami CENTRAL INDEX KEY: 0001613689 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41259 FILM NUMBER: 22589736 MAIL ADDRESS: STREET 1: 15 BARCELONA CIR CITY: REDWOOD CITY STATE: CA ZIP: 94065 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 0001613689 Elghandour Rami C/O ARCELLX, INC 25 WEST WATKINS MILL ROAD, SUITE A GAITHERSBURG MD 20878 1 1 0 0 See Remarks Stock Option (right to buy) 6.28 2031-02-06 Common Stock 1068005 D Stock Option (right to buy) 6.28 2031-06-09 Common Stock 837602 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, thirty-sixth (1/36th) 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 January 22, 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, thirty-sixth (1/36th) 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 January 22, 2021. President, CEO and Chairman of the Board 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 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 30th day of January, 2022. Signature: /s/ Rami Elghandour Print Name: Rami Elghandour