FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Heery Christopher		 2. Issuer Name and Ticker or Trading Symbol

Arcellx, Inc. [ ACLX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Medical Officer
(Last)          (First)          (Middle)

C/O ARCELLX, INC., 25 WEST WATKINS MILL ROAD, SUITE A		 3. Date of Earliest Transaction (MM/DD/YYYY)

1/3/2023
(Street)

GAITHERSBURG, MD 20878
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 1/3/2023  M  2500 A$15.00 2500 D  
Common Stock 1/3/2023  S(1)  2500 D$31.11 0 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)		8. Price of Derivative Security
(Instr. 5)		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $31.03 1/3/2023  A   76242     (2)1/3/2033 Common Stock 76242 $0.00 76242 D  
Restricted Stock Unit  (3)1/3/2023  A   49558     (4) (4)Common Stock 49558 $0.00 49558 D  
Stock Option (right to buy) $15.00 1/3/2023  M     2500   (5)2/3/2032 Common Stock 2500 $0.00 250205 D  
Explanation of Responses:
(1) The sale of shares reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan entered into by the Reporting Person on June 30, 2022.
(2) Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one forty-eighth (1/48th) of the shares subject to the option will vest each month following the Vesting Commencement Date on the same day of the month as the Vesting Commencement Date (or, if there is no corresponding day in a particular month, then the last day of the month) over four (4) years. "Vesting Commencement Date" shall mean January 1, 2023.
(3) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
(4) Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one-third (1/3rd) of the RSUs subject to the award will vest each year following the RSU Grant Date on the same day of the month as the RSU Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over three (3) years. "RSU Grant Date" shall mean January 3, 2023.
(5) Subject to the Reporting Person continuing to be a Service Provider (as defined in the Issuer's 2022 Equity Incentive Plan) through each applicable vesting date, one forty-eighth (1/48th) of the shares subject to the option will vest each month following Equity Grant Date on the same day of the month as the Equity Grant Date (or, if there is no corresponding day in a particular month, then the last day of the month) over four (4) years. "Equity Grant Date" shall mean February 3, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Heery Christopher
C/O ARCELLX, INC.
25 WEST WATKINS MILL ROAD, SUITE A
GAITHERSBURG, MD 20878

Chief Medical Officer
Signatures
/s/ Michelle Gilson, as Attorney-in-Fact1/5/2023
**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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