<SEC-DOCUMENT>0001209191-23-029613.txt : 20230515
<SEC-HEADER>0001209191-23-029613.hdr.sgml : 20230515
<ACCEPTANCE-DATETIME>20230515181837
ACCESSION NUMBER:		0001209191-23-029613
CONFORMED SUBMISSION TYPE:	4
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20230511
FILED AS OF DATE:		20230515
DATE AS OF CHANGE:		20230515

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Carroll Jill
		CENTRAL INDEX KEY:			0001598542

	FILING VALUES:
		FORM TYPE:		4
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-41259
		FILM NUMBER:		23924909

	MAIL ADDRESS:	
		STREET 1:		C/O APPLIED GENETIC TECHNOLOGIES CORP.
		STREET 2:		11801 RESEARCH DRIVE, SUITE D
		CITY:			ALACHUA
		STATE:			FL
		ZIP:			32615

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Arcellx, Inc.
		CENTRAL INDEX KEY:			0001786205
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		IRS NUMBER:				472855917
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		25 WEST WATKINS MILL ROAD
		STREET 2:		SUITE A
		CITY:			GAITHERSBURG
		STATE:			MD
		ZIP:			20878
		BUSINESS PHONE:		240-723-6641

	MAIL ADDRESS:	
		STREET 1:		25 WEST WATKINS MILL ROAD
		STREET 2:		SUITE A
		CITY:			GAITHERSBURG
		STATE:			MD
		ZIP:			20878
</SEC-HEADER>
<DOCUMENT>
<TYPE>4
<SEQUENCE>1
<FILENAME>doc4.xml
<DESCRIPTION>FORM 4 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0407</schemaVersion>

    <documentType>4</documentType>

    <periodOfReport>2023-05-11</periodOfReport>

    <notSubjectToSection16>0</notSubjectToSection16>

    <issuer>
        <issuerCik>0001786205</issuerCik>
        <issuerName>Arcellx, Inc.</issuerName>
        <issuerTradingSymbol>ACLX</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001598542</rptOwnerCik>
            <rptOwnerName>Carroll Jill</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>985 OLD EAGLE SCHOOL ROAD</rptOwnerStreet1>
            <rptOwnerStreet2>SUITE 511</rptOwnerStreet2>
            <rptOwnerCity>WAYNE</rptOwnerCity>
            <rptOwnerState>PA</rptOwnerState>
            <rptOwnerZipCode>19087</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <aff10b5One>0</aff10b5One>

    <nonDerivativeTable>
        <nonDerivativeTransaction>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <transactionDate>
                <value>2023-05-11</value>
            </transactionDate>
            <deemedExecutionDate></deemedExecutionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>S</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
            </transactionCoding>
            <transactionTimeliness>
                <value></value>
            </transactionTimeliness>
            <transactionAmounts>
                <transactionShares>
                    <value>631932</value>
                </transactionShares>
                <transactionPricePerShare>
                    <value>45.00</value>
                    <footnoteId id="F1"/>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>D</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>2834879</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Note 2</value>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeTransaction>
        <nonDerivativeTransaction>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <transactionDate>
                <value>2023-05-11</value>
            </transactionDate>
            <deemedExecutionDate></deemedExecutionDate>
            <transactionCoding>
                <transactionFormType>4</transactionFormType>
                <transactionCode>S</transactionCode>
                <equitySwapInvolved>0</equitySwapInvolved>
            </transactionCoding>
            <transactionTimeliness>
                <value></value>
            </transactionTimeliness>
            <transactionAmounts>
                <transactionShares>
                    <value>6485</value>
                </transactionShares>
                <transactionPricePerShare>
                    <value>46.15</value>
                    <footnoteId id="F3"/>
                </transactionPricePerShare>
                <transactionAcquiredDisposedCode>
                    <value>D</value>
                </transactionAcquiredDisposedCode>
            </transactionAmounts>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>2828394</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Note 2</value>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeTransaction>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.745 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the &quot;SEC&quot;), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.</footnote>
        <footnote id="F2">The securities are directly held by SR One Capital Fund I Aggregator, LP (&quot;SR One Fund I Aggregator&quot;). SR One Capital Partners I, LP (&quot;SR One Partners I&quot;) serves as the general partner of SR One Fund I Aggregator and SR One Capital Management, LLC serves as the general partner of SR One Partners I. The Reporting Person is a partner of SR One Capital Management, LP, an entity affiliated with SR One Fund I Aggregator, and a limited partner of SR One Partners I. The Reporting Person disclaims beneficial ownership of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (&quot;Section 16&quot;), except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.</footnote>
        <footnote id="F3">The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.00 to $46.56 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.</footnote>
    </footnotes>

    <remarks>With reference to Table I, the Reporting Person previously included an indirect beneficial ownership of securities directly held by SR One Co-invest II, LLC. As the Reporting Person has no reportable pecuniary interest in these securities, they have been omitted.</remarks>

    <ownerSignature>
        <signatureName>/s/ Sasha Keough, attorney-in-fact for Jill Carroll</signatureName>
        <signatureDate>2023-05-15</signatureDate>
    </ownerSignature>
</ownershipDocument>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
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<HEAD>
</HEAD>
<BODY>
<PRE>
LIMITED POWER OF ATTORNEY

       Know all by these presents, that the undersigned hereby makes,
constitutes and appoints Sasha
Keough, Karen Narolewski-Engel, and James Macadam, and each of them singly, as
the undersigned's
true and lawful attorneys-in-fact with full power and authority as hereinafter
described to:

1.	execute for and on behalf of the undersigned, (i) Forms 3, 4, and 5
(including amendments
thereto) in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended
(the "Exchange Act"), and the rules thereunder, (ii) Form 144 in accordance with
Rule 144 under
the Securities Act of 1933, as amended (the "Securities Act"), and (iii)
Schedules 13D and 13G
(including amendments thereto) in accordance with Sections 13(d) and 13(g) of
the Exchange Act
and the rules thereunder;

2.	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or
desirable to complete and execute any such Form 3, 4, or 5 (including amendments
thereto), Form
144, or Schedule 13D or 13G (including amendments thereto) and timely file such
form with the
United States Securities and Exchange Commission (the "SEC") and any stock
exchange or
similar authority, including, but not limited to, executing a Form ID or Update
Passphrase request
for and on behalf of the undersigned and filing such applications with the SEC;
and

3.	take any other action of any type whatsoever in connection with the foregoing
which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of,
or legally required
by, the undersigned, it being understood that the documents executed by such
attorney-in-fact on
behalf of the undersigned pursuant to this Limited Power of Attorney shall be in
such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-
fact's discretion.

       The undersigned hereby grants to each attorney-in-fact full power and
authority to do and
perform any and every act and thing whatsoever requisite, necessary, or proper
to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and
confirming all the acts such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Limited Power of Attorney and
the rights and powers
herein granted.  The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities
to comply with Sections 13 or 16 of the Exchange Act or Rule 144 under the
Securities Act.

       This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no
longer required to file Forms 3, 4, and 5 (including amendments thereto), Form
144, and Schedules 13D
and 13G (including amendments thereto) with respect to the undersigned's
holdings of and transactions in
securities, unless earlier revoked by the undersigned in a signed writing
delivered to each of the foregoing
attorneys-in-fact.  In addition, at such time as any attorney-in-fact resigns as
attorney-in-fact by the
execution of a written resignation delivered to the undersigned, without any
action on the part of the
undersigned, this Limited Power of Attorney shall be partially revoked solely
with respect to such
individual; such individual shall cease to be an attorney-in-fact under this
Limited Power of Attorney; and
the authority of the other attorneys-in-fact then existing hereunder shall
remain in full force and effect.

[Signature page follows]


       IN WITNESS WHEREOF, the undersigned has caused this Limited Power of
Attorney to be
executed as of this 3rd day of December, 2022.


       		/s/Jill Carroll
       					Jill Carroll

</PRE>
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