Heery Christopher 4

What Happened

• Christopher Heery, Chief Medical Officer of Arcellx (ACLX), had 552,069 derivative and equity-related shares converted and disposed as part of Arcellx’s merger with Gilead. The filing shows multiple dispositions (including a change-of-control disposition) and a brief award/acquisition that was immediately surrendered back to the issuer.
• Under the merger terms, holders received $115.00 in cash per share (the "Closing Amount") plus one contingent value right (CVR) per share giving the right to a possible additional $5.00 per CVR if the contingency is met. The cash component on 552,069 shares is approximately $63,487,935; the contingent CVR amount would be an additional $2,760,345 if paid, for a potential total of ~$66,248,280 (all amounts subject to withholding taxes).

Key Details

• Transaction date and filing date: 2026-04-28 (period of report and filing date match).
• Transaction types recorded: change of control disposition (code U), multiple dispositions to the issuer (code D) of derivative instruments, and one award/acquisition (code A) that was immediately disposed to the issuer.
• Shares disposed (total): 552,069 shares across the listed transactions.
• Cash received (per merger terms): $115.00 per share → ~$63,487,935 total; potential CVR payment: $5.00 per CVR → ~$2,760,345 total (contingent).
• Shares owned after transaction: not specified in the filing.
• Notable footnotes: All conversions and payments are pursuant to the Agreement and Plan of Merger dated Feb 22, 2026. Options and RSUs were cancelled and converted into cash payments and one CVR per underlying share (see footnotes F1–F4). Amounts are net to holders and subject to withholding taxes.
• Timeliness: Filed on the same date as the report (no late filing indicated).

Context

• These were not open-market sales but merger-related conversions/cash-outs of equity awards and option rights per the merger agreement with Gilead. For options, holders received the intrinsic spread (($115 − exercise price) × shares) plus CVRs; for RSUs, holders received $115 per share plus CVRs.
• Such merger-driven dispositions are routine outcomes of an acquisition and do not necessarily indicate an insider view about future operating performance; they are contractually required conversions and cash settlements.