0001417976-26-000002.txt : 20260428 0001417976-26-000002.hdr.sgml : 20260428 20260428162651 ACCESSION NUMBER: 0001417976-26-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20260428 FILED AS OF DATE: 20260428 DATE AS OF CHANGE: 20260428 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Galligan Andrew H CENTRAL INDEX KEY: 0001417976 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41259 FILM NUMBER: 26908298 MAIL ADDRESS: STREET 1: C/O NEVRO CORP. STREET 2: 1800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Arcellx, Inc. CENTRAL INDEX KEY: 0001786205 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences EIN: 472855917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 240-327-0603 MAIL ADDRESS: STREET 1: 800 BRIDGE PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 4 1 form4-04282026_080447.xml X0609 4 2026-04-28 1 0001786205 Arcellx, Inc. ACLX 0001417976 Galligan Andrew H false C/O ARCELLX, INC. 800 BRIDGE PARKWAY REDWOOD CITY CA 94065 true false false false 0 Common Stock 2026-04-28 4 U 0 5000 D 0 I By trust Stock Option (right to buy) 69.87 2026-04-28 4 D 0 16829 D 2035-03-18 Common Stock 16829 0 D Stock Option (right to buy) 63.68 2026-04-28 4 D 0 1784 D 2035-05-29 Common Stock 1784 0 D 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. Pursuant to the Merger Agreement, each outstanding Company stock option ("Company Option"), whether or not vested, and which had a per share exercise price less than the Closing Amount, was canceled and converted into the right to receive (i) a lump sum cash payment equal to (x) the excess 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 contractual contingent value right for each share subject to such Company Option immediately prior to the effective time of the Merger. /s/ Michelle Gilson, as Attorney-in-Fact 2026-04-28