Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Celularity Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
151190105
(CUSIP Number)
July 16, 2021
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 36251A107
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13G
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Page 2
of 8 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Starr International Investments Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
15,281,389
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
15,281,389
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,281,389
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.8 %
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12
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TYPE OF REPORTING PERSON*
CO
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CUSIP No. 36251A107
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13G
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Page 3
of 8 Pages
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1
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NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Starr International Company, Inc.
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| < div style="text-align: right;font-family: ;font-weight: bold">2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
15,281,389
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
15,281,389
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,281,389
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.8 %
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12
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TYPE OF REPORTING PERSON*
HC
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Item 1(a)
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Name of Issuer:
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Celularity Inc. (formerly known as GX Acquisition Corp.) (the “Issuer”)
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Item 1(b)
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Address of Issuer's Principal Executive Offices:
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170 Park Ave
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Florham Park, NJ 07932
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Item 2(a)
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Name of Person Filing:
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The information required by Item 2(a) is set forth in Row 1 of the cover page hereto for each Reporting Person and is incorporated herein by reference
for each such Reporting Person.
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Starr International Investments Ltd. is a wholly-owned subsidiary of Starr Investment Company, Inc. and accordingly Starr International Company, Inc.
may be deemed to beneficially own such shares disclosed in this form that are directly owned by Starr International Investments Ltd.
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Item 2(b)
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Address of Principal Business Office or, if none,
Residence:
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Starr International Investments Ltd.
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19 Par-la-Ville Road
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Hamilton, Bermuda HM11
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Item 2(c)
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Citizenship:
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The information required by Item 2(c) is set forth in Row 4 of the cover page hereto for each Reporting Person and is incorporated herein by reference
for each such Reporting Person.
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Item 2(d)
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Title of Class of Securities:
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Class A Common Stock, $0.0001 par value per share (“Class
A Common Stock”)
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Item 2(e)
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CUSIP Number:
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151190105
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Item 3
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Statement filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c):
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The information required by Item 3 is set forth in Row 12 of the cover page hereto for each Reporting Person and is incorporated herein by reference
for each such Reporting Person.
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Item 4
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Ownership:
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The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover page hereto for each Reporting Person and is incorporated herein
by reference for each such Reporting Person.
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The Issuer’s securities reported on this Schedule 13G are comprised of 8,640,695 shares of Class A Common Stock and 6,640,694 warrants to purchase
such shares. These securities are directly owned by Starr International Investments Ltd., a wholly-owned subsidiary of Starr International Company, Inc. By virtue of this relationship, Starr International Company, Inc. may be deemed to
directly own such shares disclosed in this form.
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The ownership percentage disclosed in Row 11 of each cover page hereto is based on 122,487,170 outstanding shares of Class A Common Stock, as
disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 22, 2021, in addition to the number of shares subject to warrants to purchase such Class A Common Stock exercisable within 60 days
held by the Reporting Persons.
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Item 5
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Ownership of Five Percent or Less of a Class:
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Not Applicable
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Item 6
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Ownership of More than Five Percent on Behalf of
Another Person:
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Not Applicable
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Item 7
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
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See Exhibit 99.1.
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Item 8
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Identification and Classification of Members of the
Group:
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Not Applicable
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Item 9
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Notice of Dissolution of Group:
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Not Applicable
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Item 10
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Certification:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under § 240.14a-11.
[Remainder of page intentionally left blank]
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: July 26, 2021
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STARR INTERNATIONAL INVESTMENTS LTD.
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By:
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/s/ Stuart Osborne
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Name:
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Stuart Osborne
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Title:
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Controller and Vice President
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STARR INTERNATIONAL COMPANY, INC.
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By:
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/s/ Stuart Osborne
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Name:
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Stuart Osborne
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Title:
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President and Treasurer
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