Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Ware Olivia C
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2. Issuer Name and Ticker or Trading Symbol
Arcellx, Inc. [ACLX]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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C/O ARCELLX, INC. , 800 BRIDGE PARKWAY
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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REDWOOD CITY
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CA
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94065
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ware Olivia C
C/O ARCELLX, INC.
800 BRIDGE PARKWAY
REDWOOD CITY, CA94065
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Signatures
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/s/ Michelle Gilson, as Attorney-in-Fact
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2024-04-18
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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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.
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(2)
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Represents the weighted average share price of an aggregate total of 6,790 shares sold in the price range of $54.87 to $55.8699 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.
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(3)
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Represents the weighted average share price of an aggregate total of 2,612 shares sold in the price range of $55.87 to $56.8699 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.
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(4)
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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.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
