Behbahani Ali 4
4 · Arcellx, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Arcellx (ACLX) Director Ali Behbahani Sells Shares in Merger
What Happened Ali Behbahani, a director (reporting as trustee of the Behbahani Revocable Trust), disposed of a total of 33,275 economic interests in Arcellx on April 28, 2026 as part of the company’s merger with Gilead. That includes 4,631 common shares tendered in the change-of-control offer (1,925 + 2,706 shares) exchanged for $115.00 per share in cash (total cash for those common shares = $532,565) plus one contingent value right (CVR) per share. The remaining 28,644 items reported as derivative dispositions (11,459; 8,011; 9,174) reflect cancellation/cash-out of outstanding options under the merger agreement; those option cancellations resulted in cash payments equal to (Closing Amount − exercise price) × number of option shares (specific cash amounts depend on each option’s exercise price) and one CVR per share.
Key Details
- Transaction date: April 28, 2026 (filed same day).
- Reported dispositions: 4,631 common shares (change-of-control tender) + 28,644 derivative shares (options canceled) = 33,275 total.
- Cash received for common shares: $115.00 per share → $532,565 total; option cash payments vary by exercise price per footnote.
- CVRs: One CVR was issued per share/option share exchanged; each CVR entitles holder to a contingent $5.00 payment if payout conditions are met (total potential CVR value for 33,275 CVRs = $166,375 if paid).
- Footnotes: Transactions occurred pursuant to the Merger Agreement with Gilead (Feb 22, 2026). Options with exercise price below $115 were cancelled and converted into cash + one CVR per share. Reporting person is trustee of the Behbahani Trust and disclaims direct beneficial ownership for trust-held securities.
- Shares owned after transaction: not specified in the filing.
Context These dispositions were part of a negotiated takeover/tender offer—common shares were exchanged for the merger closing amount ($115/share) and option awards were cashed out per the merger terms, not open-market sales. The inclusion of CVRs means holders may receive an additional $5.00 per unit if contingency conditions are satisfied. Because the moves are merger-driven and include option cancellations under the deal, they reflect transaction mechanics rather than an independent trading decision by the insider.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1]2026-04-28−1,925→ 0 total - Disposition from Tender
Common Stock
[F1][F2]2026-04-28−2,706→ 0 total(indirect: See Note 2) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-04-28−11,459→ 0 totalExercise: $37.94Exp: 2033-06-14→ Common Stock (11,459 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-04-28−8,011→ 0 totalExercise: $51.30Exp: 2034-05-28→ Common Stock (8,011 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F3]2026-04-28−9,174→ 0 totalExercise: $63.68Exp: 2035-05-29→ Common Stock (9,174 underlying)
Footnotes (3)
- [F1]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.
- [F2]The Reporting Person is a trustee of the Ali Behbahani Revocable Trust Dated June 26, 2015 (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.
- [F3]Pursuant to the Merger Agreement, each outstanding option to purchase shares of Common Stock (a "Company Option"), whether or not vested, and which had a per share exercise price that was less than the Closing Amount, was canceled and converted into the right of the holder to receive (i) (subject to any applicable withholding taxes) a lump-sum cash payment equal to (x) the excess (if any) 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 (1) CVR for each share subject to such Company Option immediately prior to the effective time of the Merger.