Novo Holdings A/S Form 4 Arcellx / Holdings A/S Novo ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Novo Holdings A/S

(Last) (First) (Middle)

TUBORG HAVNEVEJ 19

(Street)

HELLERUP G7 2900

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arcellx, Inc. [ ACLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2022

4. If Amendment, Date of 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

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	02/08/2022		C		3,183,545	A	(1)	3,183,545	D
COMMON STOCK	02/08/2022		P		833,333	A	$15(2)	4,016,878	D

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 Securities Underlying Derivative Security (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: 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
SERIES A PREFERRED STOCK	(1)	02/08/2022		C			1,550,309	(1)	(1)	COMMON STOCK	1,550,309	(1)	0	D
SERIES B-1 PREFERRED STOCK	(1)	02/08/2022		C			666,651	(1)	(1)	COMMON STOCK	666,651	(1)	0	D
SERIES B-2 PREFERRED STOCK	(1)	02/08/2022		C			533,389	(1)	(1)	COMMON STOCK	533,389	(1)	0	D
SERIES C PREFERRED STOCK	(1)	02/08/2022		C			433,196	(1)	(1)	COMMON STOCK	433,196	(1)	0	D

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, and Series C Preferred Stock automatically converted into one share of common stock upon the completion of the Issuer's initial public offering. These shares have no expiration date.

2. Represents a purchase from the underwriters in the Issuer's initial public offering.

Remarks:

	/s/ Barbara Fiorini Due, General Counsel, Novo Holdings A/S	02/09/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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