Andrew L. Pecora - 15 Sep 2021 Form 3 Insider Report for Celularity Inc (CELU)

Role
President
Signature
/s/ Keary Dunn, Attorney-in-Fact
Issuer symbol
CELU
Transactions as of
15 Sep 2021
Net transactions value
$0
Form type
3
Filing time
17 Sep 2021, 14:44:19 UTC
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CELU Stock Option (Right to Buy) 15 Sep 2021 Class A Common Stock 384,297 $0.2800 Direct F1, F2
holding CELU Stock Option (Right to Buy) 15 Sep 2021 Class A Common Stock 153,718 $3.70 Direct F1, F2
holding CELU Stock Option (Right to Buy) 15 Sep 2021 Class A Common Stock 269,007 $3.83 Direct F1, F2
holding CELU Stock Option (Right to Buy) 15 Sep 2021 Class A Common Stock 153,718 $10.21 Direct F1, F2
holding CELU Stock Option (Right to Buy) 15 Sep 2021 Class A Common Stock 153,718 $10.23 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As of September 15, 2021, 100% of the shares subject to the stock option are fully vested and exercisable.
F2 Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among the Issuer, Alpha First Merger Sub Corp., Celularity LLC and Celularity Operations, Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, the Issuer changed its name to "Celularity Inc."
F3 This option shall vest and become exercisable as follows: 50% is fully-vested as of the grant date; 50% is subject to time-based vesting over a four-year period from the July 16 2021 closing of the business combination, with 25% of this tranche vesting on the one-year anniversary of the closing (July 16, 2022), and the remainder vesting monthly thereafter so that vested in full on the four-year anniversary of the business combination closing date, and subject to the Reporting Person's continuous service on each vesting date.

Remarks:

Exhibit 24 - Power of Attorney