Arcellx Inc.

01/10/2025 | Press release | Distributed by Public on 01/10/2025 20:36

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT 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
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Gilson Michelle
2. Issuer Name and Ticker or Trading Symbol
Arcellx, Inc. [ACLX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF FINANCIAL OFFICER
(Last) (First) (Middle)
C/O ARCELLX, INC., 800 BRIDGE PARKWAY 		3. Date of Earliest Transaction (Month/Day/Year)
01/07/2025
(Street)
REDWOOD CITY, CA 94065 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 01/03/2025 M 15,339 A $ 0 38,834 D
Common Stock 01/07/2025 S(2) 3,128 D $74.4268(3) 24,463 D
Common Stock 01/07/2025 S(2) 1,546 D $75.2333(4) 22,917 D
Common Stock 01/07/2025 S(2) 2,251 D $76.6422(5) 20,666 D
Common Stock 01/07/2025 S(2) 2,327 D $77.0605(6) 18,339 D
Common Stock 01/07/2025 S(7) 4,760 D $75.5283(8) 13,579 D
Common Stock 01/08/2025 S(7) 3,997 D $73.6929(8) 9,582 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (1) 01/03/2025 M 15,339 (9) (9) Common Stock 15,339 $ 0 15,340 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gilson Michelle
C/O ARCELLX, INC.
800 BRIDGE PARKWAY
REDWOOD CITY, CA 94065 		CHIEF FINANCIAL OFFICER

Signatures

/s/ Michelle Gilson 01/10/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. Vesting of these RSUs previously reported in the Form 4 filed January 6, 2025.
(2) 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 18, 2023 and subsequently modified March 27, 2024.
(3) Represents the weighted average share price of an aggregate total of 3,128 shares sold in the price range of $73.80 to $74.74 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.
(4) Represents the weighted average share price of an aggregate total of 1,546 shares sold in the price range of $74.85 to $75.73 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.
(5) Represents the weighted average share price of an aggregate total of 2,251 shares sold in the price range of $75.93 to $76.91 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.
(6) Represents the weighted average share price of an aggregate total of 2,327 shares sold in the price range of $76.93 to $77.16 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.
(7) Represents a broker-assisted sale to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units.
(8) The price reported reflects the weighted average sales price. These shares were sold in multiple transactions at prices that were not available from the broker at the time of filing. The Reporting Person undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.
(9) 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 RSUs subject to the award will vest each year following the RSU Grant Date on the same day of the month as the RSU Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over three (3) years. "RSU Grant Date" shall mean January 3, 2023.
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.