SC 13G/A 1 tm245374d1_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 2 )

Celularity Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

151190 105

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)

x	Rule 13d-1(c)

¨	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 151190 105

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) United Therapeutics Corporation 52-1984749

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		¨

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 7,968,848

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 7,968,848

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,968,848

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 4.11%*
* Percentage ownership is based upon 193,781,641 shares of Class A Common Stock outstanding as of December 31, 2023, according to the Quarterly Report on Form 10-Q filed by Celularity, Inc. on January 3, 2024.
	12.	Type of Reporting Person (See Instructions) CO

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CUSIP No. 151190 105

	1.	Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Lung Biotechnology PBC 52-2225205

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		x
		(b)		¨

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 7,968,848

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 7,968,848

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 7,968,848

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨

	11.	Percent of Class Represented by Amount in Row (9) 4.11%*
* Percentage ownership is based upon 193,781,641 shares of Class A Common Stock outstanding as of December 31, 2023, according to the Quarterly Report on Form 10-Q filed by Celularity, Inc. on January 3, 2024.
	12.	Type of Reporting Person (See Instructions) CO

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Item 1.
	(a)	Name of Issuer: Celularity Inc.
	(b)	Address of Issuer’s Principal Executive Offices: 170 Park Avenue Florham Park, NJ 07932

Item 2.
	(a)	Name of Persons Filing: United Therapeutics Corporation Lung Biotechnology PBC
	(b)	Address of Principal Business Office or, if none, Residence: 1000 Spring Street Silver Spring, MD 20910
	(c)	Citizenship: United Therapeutics Corporation is a Delaware public benefit corporation and Lung Biotechnology is a Delaware public benefit corporation
	(d)	Title of Class of Securities: Common Stock
	(e)	CUSIP Number: 151190 105

Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable
	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	¨	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
	(k)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

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Item 4.	Ownership.
	(a)	Amount beneficially owned: 7,968,848* * Lung Biotechnology PBC, a direct wholly owned subsidiary of United Therapeutics Corporation, is the record holder of 7,968,848 shares of Class A Common Stock of the Issuer as of December 31, 2023. United Therapeutics Corporation does not directly own any shares of Class A Common Stock of the Issuer as of December 31, 2023. By reason of the provisions of Rule 13d-3 under the Act, United Therapeutics Corporation is deemed to own beneficially the Class A Common Stock that Lung Biotechnology PBC owns as a record holder. The Chief Financial Officer and Treasurer of United Therapeutics Corporation, who is currently James Edgemond, may be deemed to have voting and dispositive power over the shares held by the reporting persons. Mr. Edgemond disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein, if any.
	(b)	Percent of class: 4.11% Percentage ownership is based upon 193,781,641 shares of Class A Common Stock outstanding as of December 31, 2023, according to the Quarterly Report on Form 10-Q filed by Celularity, Inc. on January 3, 2024.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 0
		(ii)	Shared power to vote or to direct the vote 7,968,848
		(iii)	Sole power to dispose or to direct the disposition of 0
		(iv)	Shared power to dispose or to direct the disposition of 7,968,848

Item 5.	Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Lung Biotechnology PBC is a wholly-owned subsidiary of United Therapeutics Corporation.

Item 8.	Identification and Classification of Members of the Group.
Not applicable.

Item 9.	Notice of Dissolution of Group.
Not applicable.

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Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 8, 2024	UNITED THERAPEUTICS CORPORATION

	By:	/s/ John S. Hess, Jr.
	Name:	John S. Hess, Jr.
	Title:	Executive Vice President, Deputy General Counsel and Assistant Secretary

Date: February 8, 2024	LUNG BIOTECHNOLOGY PBC

	By:	/s/ John S. Hess, Jr.
	Name:	John S. Hess, Jr.
	Title:	Executive Vice President, Deputy General Counsel and Assistant Secretary

SEC Form SC 13G/A filed by Celularity Inc. (Amendment)