0001415889-24-008340.txt : 20240318 0001415889-24-008340.hdr.sgml : 20240318 20240318183808 ACCESSION NUMBER: 0001415889-24-008340 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240315 FILED AS OF DATE: 20240318 DATE AS OF CHANGE: 20240318 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ware Olivia C CENTRAL INDEX KEY: 0001663771 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41259 FILM NUMBER: 24760529 MAIL ADDRESS: STREET 1: 11726 SAN VICENTE BLVD STREET 2: SUITE 650 CITY: LOS ANGELES STATE: CA ZIP: 90049 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Arcellx, Inc. CENTRAL INDEX KEY: 0001786205 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 472855917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 240-327-0603 MAIL ADDRESS: STREET 1: 800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 4 1 form4-03182024_100301.xml X0508 4 2024-03-15 0001786205 Arcellx, Inc. ACLX 0001663771 Ware Olivia C C/O ARCELLX, INC. 800 BRIDGE PARKWAY REDWOOD CITY CA 94065 true false false false 1 Common Stock 2024-03-15 4 M 0 9000 7.61 A 9000 D Common Stock 2024-03-15 4 S 0 1900 69.4380 D 7100 D Common Stock 2024-03-15 4 S 0 3763 70.3610 D 3337 D Common Stock 2024-03-15 4 S 0 3337 70.9863 D 0 D Stock Option (right to buy) 7.61 2024-03-15 4 M 0 9000 0 D 2032-05-16 Common Stock 9000 46208 D The sale of shares reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on December 15, 2023. Represents the weighted average share price of an aggregate total of 1,900 shares sold in the price range of $68.74 to $69.7399 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. Represents the weighted average share price of an aggregate total of 3,763 shares sold in the price range of $69.83 to $70.8299 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. Represents the weighted average share price of an aggregate total of 3,337 shares sold in the price range of $70.84 to $71.8399 by the Reporting Person. The Reporting Person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price. Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the shares subject to the option will vest each year following Equity Grant Date on the same day of the month as the Equity Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over three (3) years. "Equity Grant Date" shall mean May 16, 2022. /s/ Michelle Gilson, as Attorney-in-Fact 2024-03-18 EX-24 2 ex24-03182024_100305.htm ex24-03182024_100305.htm

POWER OF ATTORNEY


The undersigned, as a Section 16 reporting person of Arcellx, Inc. (the “Company”), hereby constitutes and appoints Rami Elghandour, Michelle Gilson, Daniel Koeppen and Jennifer Fang as 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 attorneysin-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 11th day of June, 2022.



Signature:

/s/ Olivia C. Ware


Print Name:

Olivia C. Ware