Elghandour Rami's Form 4/A amendment
AmendedArcellx, Inc. (ACLX) · filed Jan 10, 2025
- Accession no.
- 0001415889-25-001340
- Filed
- Jan 10, 2025
- Trade date
- Jan 2-6, 2025
- Filing delay
- 8 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- Jan 6, 2025
This filing lists 3 non-derivative transactions and 1 derivative transaction. It carries over 3 transactions from the original filing that it did not restate. Open-market sales total $2.37M. It was filed 8 days after the trade.
This amendment restates part of 0001415889-25-000948 (filed Jan 6, 2025). The transactions it did not restate still count and are listed below.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Elghandour RamiCIK 0001613689 | Director, Officer (SEE REMARKS) |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jan 2, 2025 | Common Stock | MOption exerciseAcquired | +55,459 | $0.00 | $0 | 124,712 | Direct | |
| Jan 3, 2025 | Common Stock | SSaleDisposed | −15,112 | $79.55F4 | −$1,202,159.6 | 162,697 | Direct | |
| Jan 6, 2025 | Common Stock | SSaleDisposed | −15,111 | $77.17F4 | −$1,166,115.87 | 147,586 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jan 2, 2025 | Common Stock | MOption exerciseDisposed | −55,459 | $0.00 | $0 | 110,918 | Direct |
Carried over from the original filing
This amendment restates only part of the original filing. The original's other transactions still stand, and the trade tables on Livermore count them under this amendment.
From 0001415889-25-000948 (filed Jan 6, 2025).
Non-derivative securities (Table I)
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jan 3, 2025 | Common Stock | MOption exerciseAcquired | +53,097 | $0.00 | $0 | 177,809 | Direct |
Derivative securities (Table II)
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jan 3, 2025 | Common Stock | MOption exerciseDisposed | −53,097 | $0.00 | $0 | 53,098 | Direct | |
| Jan 6, 2025 | Common Stock | AGrant or awardAcquired | +223,964 | $0.00 | $0 | 223,964 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. Vesting of these RSUs previously reported in the Form 4 filed January 6, 2025.
- F2
Represents a broker-assisted sale to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units.
- F3
Amendment filed to report the correct number of shares sold to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of restricted stock units reported in the Form 4 filed on January 6, 2025.
- F4
The price reported reflects the weighted average sales price. These shares were sold in multiple transactions at prices that were not available from the broker at the time of filing. The Reporting Person undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price.
Referenced by the price of 2 transactions in Table I.
- F5
Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the RSUs subject to the award will vest each year following the RSU Grant Date on the same day of the month as the RSU Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over three (3) years. "RSU Grant Date" shall mean January 2, 2024.
Remarks
President, CEO and Chairman of the Board