Berhad Genting Form 4 Celularity / Kok Thay Lim 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^*

Lim Kok Thay

(Last) (First) (Middle)

25TH FLOOR, WISMA GENTING

JALAN SULTAN ISMAIL

(Street)

KUALA LUMPUR N8 50250

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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

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
Warrants (Right to Buy)	$5.895	03/13/2024		J(1)		300,000(2)		(3)	06/20/2028	Class A Common Stock	300,000(2)	(1)	300,000(2)	I	By Resorts World Inc Pte. Ltd.(4)

1. Name and Address of Reporting Person^*

Lim Kok Thay

(Last) (First) (Middle)

25TH FLOOR, WISMA GENTING

JALAN SULTAN ISMAIL

(Street)

KUALA LUMPUR N8 50250

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Genting Berhad

(Last) (First) (Middle)

14TH FLOOR, WISMA GENTING

JALAN SULTAN ISMAIL

(Street)

KUALA LUMPUR N8 50250

(City) (State) (Zip)

Explanation of Responses:

1. On March 13, 2024, the Issuer issued 300,000 warrants to Resorts World Inc Pte. Ltd. ("RWI"), as consideration for RWI's agreement to not exercise its rights and remedies upon the occurrence of any default under an existing loan agreement between RWI and the Issuer until the earlier of (a) the Issuer's obligations in respect of a promissory note between the Issuer and YA II PN, Ltd. have been paid in full, or (b) March 13, 2025 (the "Forbearance Warrant").

2. The quantity of warrants reported herein reflects the Issuer's 1-for-10 reverse stock split that occurred on February 28, 2024.

3. The Forbearance Warrant is immediately exercisable (or, if RWI reasonably determines in its sole discretion that clearance from the Committee on Foreign Investment in the United States is required, the date of such clearance), and can be exercised on a cashless basis.

4. These warrants are held by RWI. Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein.

	/s/ Lim Kok Thay	03/15/2024
	Genting Berhad By: /s/ Loh Bee Hong, Elaine, Company Secretary	03/15/2024
	** Signature of Reporting Person	Date
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