Celularity (CELU) Form 4 Celularity / Dean C Kehler 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^*

Kehler Dean C

(Last) (First) (Middle)

1325 AVENUE OF THE AMERICAS, 25TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Celularity Inc [ CELU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2021

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
Class A Common Stock	07/16/2021		C(1)		7,187,500	A	$0.00(1)	7,187,500(2)	I	GX Sponsor LLC(3)
Class A Common Stock	07/16/2021		J(4)		7,087,500	D	$0.00(4)	100,000(4)	I	GX Sponsor LLC(3)
Class A Common Stock								1,414,768(5)	D
Class A Common Stock								394,376(5)	I	Elisabeth Kehler 2012 Trust(6)

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
Class B Common Stock	(1)	07/16/2021		C(1)			7,187,500	(1)	(1)	Class A Common Stock	7,187,500	$0.00	0	I	GX Sponsor LLC(3)
Warrants	$11.5	07/16/2021		A(7)		7,000,000		(8)	(9)	Class A Common Stock	7,000,000	$1	7,000,000	I	GX Sponsor LLC(3)
Warrants	$11.5	07/16/2021		J(10)			7,000,000	(8)	(9)	Class A Common Stock	7,000,000	(10)	0	I	GX Sponsor LLC(3)
Warrants	$11.5							(8)	(9)	Class A Common Stock	1,880,000		1,880,000(11)	D
Warrants	$11.5	07/16/2021		J(12)		554,635		(8)	(9)	Class A Common Stock	554,635	$1	554,635	D

Explanation of Responses:

1. On July 16, 2021, in connection with the consummation of the business combination (the "Business Combination") among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc., pursuant to that certain Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021, each share of Class B common stock of GX held by GX Sponsor LLC ("Sponsor") automatically converted into one share of Class A common stock ("Common Stock") of Celularity Inc., formerly known as GX Acquisition Corp. (the "Issuer").

2. 25% of the shares are subject to vesting. Such shares shall vest on the first day that the volume weighted average price of the Common Stock on Nasdaq is at or above $12.00 for 20 trading days over a 30 consecutive trading day period immediately preceding such day. Shares that do not vest by July 15, 2031 will be forfeited. Vesting is subject to acceleration upon certain change of control events at the Issuer.

3. Sponsor is the record holder of these securities. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

4. Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor.

5. Represents shares received in a pro rata distribution-in-kind from Sponsor.

6. Securities held directly by Elizabeth Kehler 2012 Trust, of which Dean Kehler's spouse serves as a trustee. Mr. Kehler disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

7. Reflects warrants of the Issuer ("Private Warrants"), which were acquired from the Issuer at a price of $1.00 per warrant in a private placement that closed simultaneously with the closing of the Issuer's initial public offering. These Private Warrants were later exchanged for warrants having the same terms, except that they are non-transferable other than to permitted transferees. Pursuant to the terms of the issuance, such warrants were not eligible to become exercisable unless the Issuer consummated its initial business combination, which occurred on July 16, 2021.

8. The warrants will become exercisable 30 days after the completion of the Business Combination.

9. The warrants will expire on the fifth anniversary of the completion of the Business Combination.

10. Represents a pro rata distribution of Private Warrants to direct and indirect members of Sponsor.

11. Represents Private Warrants received in a pro rata distribution-in-kind from Sponsor.

12. Reflects warrants of the Issuer, which were acquired from the Issuer upon completion of the Business Combination as the repayment of $554,635 in promissory notes in connection with certain working capital loans.

Remarks:

	/s/ Dean C. Kehler	07/20/2021
	** Signature of Reporting Person	Date
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