Ware Olivia C 4
4 · Arcellx, Inc. · Filed Apr 28, 2026
Research Summary
AI-generated summary of this filing
Arcellx (ACLX) Director Olivia Ware Disposes 65,450 Option-Derived Shares
What Happened
Olivia Ware, a director of Arcellx, disposed of a total of 65,450 derivative shares (36,806; 11,459; 8,011; 9,174) on 2026-04-28 via dispositions to the issuer. The Form 4 lists N/A for per-share prices because these were cancellations/conversions of company stock options in connection with the merger with Gilead, not open-market sales. Under the merger agreement, affected options were cancelled and converted into a lump-sum cash payment plus one contingent value right (CVR) per option-share.
Key Details
- Transaction date: 2026-04-28. Per-share price: N/A (derivative/issuer disposition). Total shares listed as disposed: 65,450.
- Shares owned after transaction: not specified in the provided filing.
- Footnote (summary): Per the Merger Agreement (Feb 22, 2026), each Arcellx option with an exercise price below $115 was cancelled and converted into (i) a lump-sum cash payment equal to (Closing Amount − exercise price) × number of option shares and (ii) one CVR per option-share.
- Filing timeliness: Reported with period and filing date of 2026-04-28 (appears timely).
Context
This was a derivative settlement tied to the Merger, not a routine insider sell in the open market. The disposition reflects option cancellation and replacement with merger consideration (cash + CVRs); the Form 4 does not disclose the cash amounts for these specific canceled options. Such transactions are common in M&A and do not by themselves signal the insider’s view on the company’s public stock.
Insider Transaction Report
- Disposition to Issuer
Stock Option (right to buy)
[F1]2026-04-28−36,806→ 0 totalExercise: $7.61Exp: 2032-05-16→ Common Stock (36,806 underlying) - Disposition to Issuer
Stock Option (right to buy)
[F1]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)
[F1]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)
[F1]2026-04-28−9,174→ 0 totalExercise: $63.68Exp: 2035-05-29→ Common Stock (9,174 underlying)
Footnotes (1)
- [F1]Pursuant to the Agreement and Plan of Merger, dated February 22, 2026, by and among Arcellx, Inc. ("Company"), Gilead Sciences, Inc. ("Parent"), and Ravens Sub, Inc., a wholly owned subsidiary of Parent ("Purchaser"), Purchaser merged with and into Company (the "Merger"), with Company surviving the Merger as a wholly owned subsidiary of Parent. Each outstanding Company stock option ("Company Option"), whether or not vested, and which had a per share exercise price less than $115 per share (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.