Large owner Lim Kok Thay exercised 1,188,255 in-the-money shares at a strike of $2.07 (SEC Form 4)
$CELU
Biotechnology: Pharmaceutical Preparations
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)
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2. Issuer Name and Ticker or Trading Symbol
Celularity Inc [ CELU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/24/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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 | ||||||
| Class A Common Stock | 01/24/2025 | X | 535,274(1) | A | $2.07 | 5,682,649(1) | I | By Dragasac Limited(2) | ||
| Class A Common Stock | 01/24/2025 | X | 652,981(1) | A | $2.07 | 6,335,630(1) | I | By Dragasac Limited(2) | ||
| Class A Common Stock | 2,531 | D | ||||||||
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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 | ||||||||
| Warrants (Right to Buy) | $2.4898(1) | 01/24/2025 | J(3) | 535,274(1) | 01/16/2024 | 01/16/2029 | Class A Common Stock | 535,274(1) | (3) | 0 | I | By Dragasac Limited(2) | |||
| Warrants (Right to Buy) | $2.07 | 01/24/2025 | J(3) | 535,274(1) | 01/16/2024 | 01/16/2029 | Class A Common Stock | 535,274(1) | (3) | 535,274(1) | I | By Dragasac Limited(2) | |||
| Warrants (Right to Buy) | $2.4898(1) | 01/24/2025 | J(3) | 652,981(1) | 01/16/2024 | 03/16/2030 | Class A Common Stock | 652,981(1) | (3) | 0 | I | By Dragasac Limited(2) | |||
| Warrants (Right to Buy) | $2.07 | 01/24/2025 | J(3) | 652,981(1) | 01/16/2024 | 03/16/2030 | Class A Common Stock | 652,981(1) | (3) | 652,981(1) | I | By Dragasac Limited(2) | |||
| Warrants (Right to Buy) | $2.07 | 01/24/2025 | X | 535,274(1) | 01/16/2024 | 01/16/2029 | Class A Common Stock | 535,274(1) | $0 | 0 | I | By Dragasac Limited(2) | |||
| Warrants (Right to Buy) | $2.07 | 01/24/2025 | X | 652,981(1) | 01/16/2024 | 03/16/2030 | Class A Common Stock | 652,981(1) | $0 | 0 | I | By Dragasac Limited(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). |
| 2. These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. |
| 3. On January 24, 2025, the Issuer amended and restated the terms of the 652,981 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021, as well as the 535,274 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with a securities purchase agreement between the Issuer and Dragasac on January 12, 2024, in order to adjust the exercise price from $2.4898 per share of Class A Common Stock (as adjusted for the Reverse Stock Split) to $2.07 per share of Class A Common Stock. |
| /s/ Lim Kok Thay | 01/28/2025 | |
| Dragasac Limited By: /s/ Tan Kong Han, Director | 01/28/2025 | |
| Genting Berhad By: /s/ Loh Bee Hong, Elaine, Company Secretary | 01/28/2025 | |
| ** 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. | ||