Form 4 for CELU Celularity Inc
Accepted 2021-07-20 00:00:00 ET · period of report 2021-07-16 · accession 0001209191-21-047510 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2021-07-20 | 2021-07-16 | CELU | Hariri Robert J | CEO, Dir | J - Other | — | +7.73M | 7.73M | New | — |
| DM | 2021-07-20 | 2021-07-16 | CELU | Hariri Robert J | CEO, Dir | A - Grant | $0.00 | +2.83M | 174.7K | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2021-07-16 | J | A | 7,734,689 | — | 7,734,689 | D | — | — | (F1) Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among GX Acquisition Corp. ("GX"), Alpha First Merger Sub Corp., Celularity LLC and Celularity Inc. ("Legacy Celularity"), each share of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into the right to receive a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, GX changed its name to "Celularity Inc." |
| 2 | Derivative | Stock Option (Right to Buy) | 2021-07-16 | A | A | 349,360 | $0.00 | 349,360 | D | $2.87 · — to 2031-07-16 | 349,360 Class A Common Stock | (F3) Pursuant to the Business Combination Agreement, each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. (F2) This option shall vest and become exercisable over a period of four years from the Vesting Start Date, February 28, 2018, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date. |
| 3 | Derivative | Stock Option (Right to Buy) | 2021-07-16 | A | A | 1,921,485 | $0.00 | 1,921,485 | D | $10.21 · — to 2031-07-16 | 1,921,485 Class A Common Stock | (F3) Pursuant to the Business Combination Agreement, each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. (F4) This option is fully vested and exercisable. |
| 4 | Derivative | Stock Option (Right to Buy) | 2021-07-16 | A | A | 384,297 | $0.00 | 384,297 | D | $3.70 · — to 2031-07-16 | 384,297 Class A Common Stock | (F3) Pursuant to the Business Combination Agreement, each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. (F5) This option shall vest and become exercisable over a period of four years from the Vesting Start Date, December 15, 2019, with 25% vesting on the one year anniversary of the Vesting Start Date, and the remainder vesting over a period of 36 months thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date. |
| 5 | Derivative | Stock Option (Right to Buy) | 2021-07-16 | A | A | 174,680 | $0.00 | 174,680 | D | $3.88 · — to 2031-07-16 | 174,680 Class A Common Stock | (F3) Pursuant to the Business Combination Agreement, each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. (F4) This option is fully vested and exercisable. |