0001209191-22-062507.txt : 20221222
0001209191-22-062507.hdr.sgml : 20221222
20221222182019
ACCESSION NUMBER: 0001209191-22-062507
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: NEA Partners 15, L.P.
CENTRAL INDEX KEY: 0001640031
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41259
FILM NUMBER: 221483037
BUSINESS ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE
STREET 2: SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
BUSINESS PHONE: 410-842-4000
MAIL ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE
STREET 2: SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NEA 15 GP, LLC
CENTRAL INDEX KEY: 0001640033
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41259
FILM NUMBER: 221483036
BUSINESS ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE
STREET 2: SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
BUSINESS PHONE: 410-842-4000
MAIL ADDRESS:
STREET 1: 1954 GREENSPRING DRIVE
STREET 2: SUITE 600
CITY: TIMONIUM
STATE: MD
ZIP: 21093
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
0001640031
NEA Partners 15, L.P.
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
0
0
1
0
0001640033
NEA 15 GP, LLC
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
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
D
Common Stock
2022-12-20
4
J
0
30000
0.00
D
0
D
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 securities are directly held by NEA 15 and are indirectly held by NEA Partners 15, L.P. ("NEA Partners 15"), the sole general partner of NEA 15, NEA 15 GP, LLC ("NEA 15 GP"), the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP (collectively, the "NEA 15 Managers"), together, the "NEA 15 Indirect Reporting Persons"). The NEA 15 Managers are Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi, Scott D. Sandell and Peter W. Sonsini. The NEA 15 Indirect Reporting Persons disclaim 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 NEA 15 Indirect Reporting Persons have 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 securities are directly held by NEA Partners 15 and indirectly held by NEA 15 GP, the sole general partner of NEA Partners 15, and the NEA 15 Managers (NEA 15 GP and the NEA 15 Managers together, the "NEA Partners 15 Indirect Reporting Persons"). The NEA Partners 15 Indirect Reporting Persons disclaim 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 NEA Partners 15 Indirect Reporting Persons have 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.
/s/ Louis Citron, attorney-in-fact
2022-12-22