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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Arcellx, Inc. (Name of Issuer) |
Common stock, par value $0.001 per share (Title of Class of Securities) |
03940C100 (CUSIP Number) |
Rami Elghandour c/o Arcellx, Inc., 800 Bridge Parkway Redwood City, CA, 94065 (240) 327-0630 Dan Koeppen Wilson Sonsini Goodrich & Rosati, P.C., 12235 El Camino Real San Diego, CA, 92130 (858) 350-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/27/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 03940C100 |
| 1 |
Name of reporting person
Rami Elghandour | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,997,132.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Consists of (i) 1,164,857 shares of common stock held directly by the Reporting Person (including shares to be issued in connection with the settlement of vested restricted stock units), and (ii) 2,832,275 shares of common stock issuable pursuant to options held directly by the Reporting Person exercisable within 60 days of February 27, 2025.
(2) Based on the quotient obtained by dividing (a) the aggregate number of shares of common stock beneficially owned by the Reporting Person by (b) the sum of (i) 54,944,012 shares of common stock outstanding as of February 21, 2025, based on information provided to the Reporting Person by the Issuer, and (ii) 2,832,275 shares of common stock issuable pursuant to options held directly by the Reporting Person exercisable within 60 days of February 27, 2025. The aggregate number of shares of common stock beneficially owned by the Reporting Person as set forth in "(ii)" of this footnote are treated as outstanding shares of Common Stock only for the purpose of computing the percentage ownership of the Reporting Person.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Arcellx, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
800 Bridge Parkway, Redwood City,
CALIFORNIA
, 94065. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends and supplements the Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by Rami Elghandour on November 8, 2024 (the "Schedule 13D") with respect to shares of common stock, par value $0.001 per share ("common stock"), of Arcellx, Inc. (the "Issuer"). This Amendment No. 1 amends Item 4 and amends and restates Items 5(a)-(e) as set forth below. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D, which remains unchanged. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The last paragraph of Item 3 of Schedule 13D is hereby deleted and replaced with the following:
On February 27, 2025, the compensation committee of the Issuer's board of directors determined that performance criteria under each of the Reporting Person's June 9, 2021 award and January 3, 2023 award were partially satisfied (measured as of December 31, 2024), such that the awards vested as to 668,416 and 347,255 shares, respectively. The unvested portions of the awards remain outstanding. The vested shares will be issued to the Reporting Person as provided in the applicable award agreements. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of Schedule 13D is hereby amended and restated as follows:
As of the date of this Schedule 13D/A, the Reporting Person beneficially owns an aggregate of 3,997,132 shares of common stock, or 6.9% of the Issuer's outstanding shares of common stock. The beneficial ownership percentages used in this Schedule are calculated based on the sum of (i) 54,944,012 shares of common stock outstanding as of February 27, 2025, based on information provided by the Issuer, and (ii) 2,832,275 shares of common stock issuable pursuant to options held directly by the Reporting Person exercisable within 60 days of February 27, 2025. | |
| (b) | The Reporting Person has sole voting and dispositive power with respect to the securities covered by this Schedule. | |
| (c) | During the past 60 days, the Reporting Person effected the following transactions in the Issuer's Common Stock, in broker-assisted sales to satisfy tax withholding obligations in connection with the vesting of restricted stock units: (i) on January 3, 2025, the Reporting Person sold 15,112 shares of Common Stock at a weighted-average sales price of $79.55, (ii) on January 6, 2025, the Reporting Person sold 15,111 shares of Common Stock at a weighted-average sales price of $77.17, (iii) on January 7, 2025, the Reporting Person sold 16,474 shares of Common Stock at a weighted-average sales price of $75.53, (iv) on January 8, 2025, the Reporting Person sold 13,837 shares of Common Stock at a weighted-average sales price of $73.69 and (v) on February 26, 2025, the Reporting Person sold 38,300 shares of Common Stock at a weighted-average sales price of $62.02. | |
| (d) | No person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities covered by this Schedule. | |
| (e) | Not Applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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