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Arcellx Insider Filing: Trustee Receives 2,621 ACLX Shares From NEA Distribution

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Arcellx, Inc. (ACLX) Form 4 filed for reporting person Ali Behbahani shows pro rata distributions of common stock from NEA Partners 15, L.P. on August 12, 2025. The reporting person received 1,586 shares directly, recorded as an acquisition at $0.00. The Ali Behbahani Revocable Trust dated June 26, 2015 received 2,621 shares in the same distribution; the trust holds those shares directly while Mr. Behbahani disclaims beneficial ownership for any portion where he lacks a pecuniary interest. Post-transaction holdings are reported as 1,925 shares direct and 2,706 shares indirect.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: Routine pro rata distribution from an investment vehicle increased reported direct and indirect holdings with no purchase price paid.

The Form 4 documents distributions of previously held partnership shares to limited partners, recorded as acquisitions at $0.00, which is standard for in-kind or pro rata distributions. The reporting person is a trustee of the named trust and appropriately disclaims beneficial ownership for portions with no pecuniary interest. There are no option exercises, sales, or cash purchases disclosed.

TL;DR: Disclosure appears complete for trustee relationship; no unusual insider trading patterns or material change indicated.

The filing clarifies the reporting personrelationship to the trust and specifies the nature of the distributions. Signatory is attorney-in-fact and the filing includes the required explanatory notes about indemnified ownership. This is a procedural ownership update rather than a material corporate event.

Insider Behbahani Ali
Role Director
Type Security Shares Price Value
Other Common Stock 1,586 $0.00 --
Other Common Stock 2,621 $0.00 --
Holdings After Transaction: Common Stock — 1,925 shares (Direct); Common Stock — 2,706 shares (Indirect, See Note 3)
Footnotes (1)
  1. NEA Partners 15, L.P. ("NEA Partners 15") made a pro rata distribution for no consideration of shares of Common Stock of the Issuer to its limited partners on August 12, 2025. The Reporting Person received 1,586 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on August 12, 2025. The Ali Behbahani Revocable Trust Dated June 26, 2015 (the "Behbahani Trust") received 2,621 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on August 12, 2025. The Reporting Person is a trustee of the Behbahani Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Behbahani Trust in which the Reporting Person has no pecuniary interest.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Behbahani Ali
(Last) (First) (Middle)
2855 SAND HILL ROAD
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Arcellx, Inc. [ ACLX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 08/12/2025 J(1) 1,586 A $0.00 1,925 D
Common Stock 08/12/2025 J(2) 2,621 A $0.00 2,706 I See Note 3(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Explanation of Responses:
1. NEA Partners 15, L.P. ("NEA Partners 15") made a pro rata distribution for no consideration of shares of Common Stock of the Issuer to its limited partners on August 12, 2025. The Reporting Person received 1,586 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on August 12, 2025.
2. The Ali Behbahani Revocable Trust Dated June 26, 2015 (the "Behbahani Trust") received 2,621 shares of Common Stock of the Issuer in the distribution by NEA Partners 15 on August 12, 2025.
3. The Reporting Person is a trustee of the Behbahani Trust, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the 1934 Act, as amended, or otherwise of such portion of the securities held by the Behbahani Trust in which the Reporting Person has no pecuniary interest.
/s/ Zachary Bambach, attorney-in-fact 08/14/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did Ali Behbahani report on the ACLX Form 4?

The Form 4 reports pro rata distributions on 08/12/2025: 1,586 shares received by Ali Behbahani and 2,621 shares received by the Ali Behbahani Revocable Trust, each at a reported price of $0.00.

How many Arcellx (ACLX) shares does the reporting person hold after the transaction?

Post-transaction holdings are reported as 1,925 shares direct and 2,706 shares indirect.

Why was the transaction price reported as $0.00 on the Form 4?

The filing explains the activity as a pro rata distribution from NEA Partners 15, L.P., consistent with in-kind distributions recorded at no cash consideration.

What is the reporting personrelationship to the trust that received shares?

Ali Behbahani is the trustee of the Ali Behbahani Revocable Trust dated June 26, 2015; the trust is the direct beneficial owner of the shares and the reporting person disclaims beneficial ownership for portions without pecuniary interest.

When was the Form 4 signed and by whom?

The filing was signed on behalf of the reporting person by Zachary Bambach, attorney-in-fact on 08/14/2025.