Form 4 for CELU Celularity Inc
Accepted 2021-07-20 00:00:00 ET · period of report 2021-07-16 · accession 0001209191-21-047529 · 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 | GX Sponsor LLC | 10% | C - Cnv Deriv | $0.00 | +7.19M | 7.19M | New | $0 |
| D | 2021-07-20 | 2021-07-16 | CELU | GX Sponsor LLC | 10% | J - Other | $0.00 | -7.09M | 100.0K | -99% | $0 |
| D | 2021-07-20 | 2021-07-16 | CELU | GX Sponsor LLC | 10% | A - Grant | $1.00 | +7.00M | 7.00M | New | +$7.00M |
| D | 2021-07-20 | 2021-07-16 | CELU | GX Sponsor LLC | 10% | C - Cnv Deriv | $0.00 | -7.19M | 0 | -100% | $0 |
| D | 2021-07-20 | 2021-07-16 | CELU | GX Sponsor LLC | 10% | J - Other | — | -7.00M | 0 | -100% | — |
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 | C | A | 7,187,500 | $0.00 | 7,187,500 | D | — | — | (F1) 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"). (F2) 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. (F3) 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. |
| 2 | Common | Class A Common Stock | 2021-07-16 | J | D | 7,087,500 | $0.00 | 100,000 | D | — | — | (F4) Represents a pro rata distribution of Common Stock to direct and indirect members of Sponsor. (F3) 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. |
| 3 | Derivative | Warrants | 2021-07-16 | A | A | 7,000,000 | $1.00 | 7,000,000 | D | $11.50 · — to — | 7,000,000 Class A Common Stock | (F6) The warrants will become exercisable 30 days after the completion of the Business Combination. (F7) The warrants will expire on the fifth anniversary of the completion of the Business Combination. |
| 4 | Derivative | Class B Common Stock | 2021-07-16 | C | D | 7,187,500 | $0.00 | 0 | D | — · — to — | 7,187,500 Class A Common Stock | (F1) 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"). |
| 5 | Derivative | Warrants | 2021-07-16 | J | D | 7,000,000 | — | 0 | D | $11.50 · — to — | 7,000,000 Class A Common Stock | (F8) Represents a pro rata distribution of Private Warrants to direct and indirect members of Sponsor. (F6) The warrants will become exercisable 30 days after the completion of the Business Combination. (F7) The warrants will expire on the fifth anniversary of the completion of the Business Combination. |