CHIEF MEDICAL OFFICER Heery Christopher closing all direct ownership in the company (SEC Form 4) (withholding obligation)
$ACLX
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Arcellx, Inc. [ ACLX ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 04/28/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 04/28/2026 | U | 23,749 | D | (1) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option (right to buy) | $6.28 | 04/28/2026 | D | 10,901 | (2) | 06/09/2031 | Common Stock | 10,901 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $6.28 | 04/28/2026 | D | 43,604 | (2) | 06/09/2031 | Common Stock | 43,604 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $15 | 04/28/2026 | D | 132,416 | (2) | 02/03/2032 | Common Stock | 132,416 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $19.97 | 04/28/2026 | D | 40,000 | (2) | 09/28/2032 | Common Stock | 40,000 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $31.03 | 04/28/2026 | D | 76,242 | (2) | 01/03/2033 | Common Stock | 76,242 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $56.15 | 04/28/2026 | D | 60,096 | (2) | 01/02/2034 | Common Stock | 60,096 | (2) | 0 | D | ||||
| Restricted Stock Unit | (3) | 04/28/2026 | D | 13,021 | (4) | (4) | Common Stock | 13,021 | (4) | 0 | D | ||||
| Restricted Stock Unit | (3) | 04/28/2026 | D | 39,194 | (4) | (4) | Common Stock | 39,194 | (4) | 0 | D | ||||
| Restricted Stock Unit | (3) | 04/28/2026 | D | 67,708 | (4) | (4) | Common Stock | 67,708 | (4) | 0 | D | ||||
| Performance-based Restricted Stock Unit | (3) | 04/28/2026 | A | 45,138 | (4) | (4) | Common Stock | 45,138 | (4) | 45,138 | D | ||||
| Performance-based Restricted Stock Unit | (3) | 04/28/2026 | D | 45,138 | (4) | (4) | Common Stock | 45,138 | (4) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated February 22, 2026 (the "Merger Agreement"), by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), the shares of common stock of Company that were tendered to Purchaser prior to the expiration time of the offer were exchanged for (x) $115.00 per share ("Closing Amount"), net to the seller in cash, without interest, subject to withholding tax, plus (y) one contractual contingent value right (a "CVR"), which represents the right to receive one contingent payment of $5.00 per CVR in cash, without interest, and subject to any withholding tax, pursuant to the terms and subject to the conditions of a contingent value rights agreement. After completion of the tender offer, pursuant to the terms of the Merger Agreement, Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. |
| 2. Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) of (a) the Closing Amount over (b) the per share exercise price subject to such Company Option, multiplied by (y) the total number of shares subject to such Company Option immediately prior to the effective time of the Merger, and (ii) one (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger. |
| 3. Each restricted stock unit represents a contingent right to receive one share of Company Common Stock. |
| 4. Pursuant to the Merger Agreement, each outstanding restricted stock unit (a "Company RSU"), whether or not vested, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the Closing Amount, multiplied by (y) the total number of shares subject to such Company RSU immediately prior to the effective time of the Merger (with the number of shares underlying any Company RSUs that were subject to performance-based vesting conditions determined based on achievement of actual performance in connection with the Merger, as determined by the Company's board of directors or a committee thereof), and (ii) one (1) CVR for each share subject to such Company RSU immediately prior to the effective time of the Merger. |
| /s/ Michelle Gilson, as Attorney-in-Fact | 04/28/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||