Reported relationships
Latest disclosed role at each company.
| Company | Last reported as | Report date | Published |
|---|---|---|---|
| Celularity IncCELU · Entity 7145 | 10% owner | July 24, 2025 | July 28, 2025 |
| EMPIRE RESORTS INCNYNY · Entity 153746 | 10% owner | November 15, 2019 | November 15, 2019 |
Disclosed balances
About these balances
Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.
Celularity Inc
Report date July 24, 2025 · Filed July 28, 2025
Jointly reported with Genting Berhad, Resorts World Inc Pte. Ltd.
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Warrants (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $8.10 · Expires 2028-06-20 | IndirectBy Resorts World Inc Pte. Ltd. | 0 |
Reported balance
After 2025-07-24 transaction · row 1
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 1 · 2025-07-24 · Other · Disposed 300,000 · Balance 0 F1: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F3: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. |
| Warrants (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $2.84 · Expires 2028-06-20 | IndirectBy Resorts World Inc Pte. Ltd. | 300,000 |
Reported balance
After 2025-07-24 transaction · row 2
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 2 · 2025-07-24 · Other · Acquired 300,000 · Balance 300,000 F1: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F3: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. |
| Warrants (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $5.90 · Expires 2028-06-20 | IndirectBy Resorts World Inc Pte. Ltd. | 0 |
Reported balance
After 2025-07-24 transaction · row 3
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 3 · 2025-07-24 · Other · Disposed 300,000 · Balance 0 F1: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F3: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. |
| Warrants (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $2.84 · Expires 2028-06-20 | IndirectBy Resorts World Inc Pte. Ltd. | 300,000 |
Reported balance
After 2025-07-24 transaction · row 4
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 4 · 2025-07-24 · Other · Acquired 300,000 · Balance 300,000 F1: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F3: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. |
| Warrants (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $2.99 · Expires 2029-07-15 | IndirectBy Resorts World Inc Pte. Ltd. | 0 |
Reported balance
After 2025-07-24 transaction · row 5
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 5 · 2025-07-24 · Other · Disposed 1,350,000 · Balance 0 F1: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F3: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. |
| Warrants (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $2.84 · Expires 2029-07-15 | IndirectBy Resorts World Inc Pte. Ltd. | 1,350,000 |
Reported balance
After 2025-07-24 transaction · row 6
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 6 · 2025-07-24 · Other · Acquired 1,350,000 · Balance 1,350,000 F1: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F3: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. |
| Warrants (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $2.84 · Expires 2030-07-24 | IndirectBy Resorts World Inc Pte. Ltd. | 500,000 |
Reported balance
After 2025-07-24 transaction · row 7
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 7 · 2025-07-24 · Other · Acquired 500,000 · Balance 500,000 F2: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F4: On July 24, 2025, the Issuer issued to RWI a new warrant to purchase up to 500,000 shares of the Issuer's Class A Common Stock at an exercise price of $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the Term Sheet. F3: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. |
| Warrants (Right to Buy)SEC Table II · derivative / convertible security · Conversion / exercise price $2.53 | Direct | 3,700,000 |
Reported balance
After 2025-07-24 transaction · row 8
Instrument identity requires review; Table II rows are not merged.
1 source rowRow 8 · 2025-07-24 · Other · Acquired 3,700,000 · Balance 3,700,000 F2: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F5: In connection with Mr. Lim's purchase of a promissory note from the Issuer with an aggregate principal amount of $6,812,230, that bears interest at 2% per annum and has a maturity date of March 21, 2026, Mr. Lim received from the Issuer a warrant to purchase up to 3.7 million shares of the Issuer's Class A Common Stock, at an exercise price of $2.528 per share, which represents a 20% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025. F6: This warrant is exercisable for five (5) years from (i) the date Mr. Lim receives clearance from the Committee on Foreign Investment in the United States ("CFIUS"), if such clearance is required for Mr. Lim to exercise this warrant, or (ii) the issuance date (July 21, 2025), if CFIUS clearance is not required for Mr. Lim to exercise this warrant. |
Filing footnotes · ownership attribution and instrument terms
F1: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025.
F2: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act.
F3: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein.
F4: On July 24, 2025, the Issuer issued to RWI a new warrant to purchase up to 500,000 shares of the Issuer's Class A Common Stock at an exercise price of $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the Term Sheet.
F5: In connection with Mr. Lim's purchase of a promissory note from the Issuer with an aggregate principal amount of $6,812,230, that bears interest at 2% per annum and has a maturity date of March 21, 2026, Mr. Lim received from the Issuer a warrant to purchase up to 3.7 million shares of the Issuer's Class A Common Stock, at an exercise price of $2.528 per share, which represents a 20% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025.
F6: This warrant is exercisable for five (5) years from (i) the date Mr. Lim receives clearance from the Committee on Foreign Investment in the United States ("CFIUS"), if such clearance is required for Mr. Lim to exercise this warrant, or (ii) the issuance date (July 21, 2025), if CFIUS clearance is not required for Mr. Lim to exercise this warrant.
EMPIRE RESORTS INC
Report date November 15, 2019 · Filed November 15, 2019
Jointly reported with Kien Huat Realty III Ltd, Genting Berhad, Genting Malaysia Berhad, Genting (USA) Ltd, Hercules Topco LLC
| Security / award | Ownership account | Disclosed shares / units | Disclosure context |
|---|---|---|---|
| Common StockSEC Table I · non-derivative | IndirectSee Explanation of Responses | 34,438,297 |
Reported balance
After 2019-11-15 transaction · row 1
Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes.
1 source rowRow 1 · 2019-11-15 · Purchase · Acquired 5,523,691 · Balance 34,438,297 F1: On November 15, 2019, pursuant to the Agreement and Plan of Merger ("Merger Agreement") by and among Hercules Topco LLC ("Parent"), Hercules Merger Subsidiary Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving entity after the merger ("Merger"). F2: In connection with the Merger, each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") (other than any Rollover Shares, Canceled Shares or Dissenting Shares, as defined below) at the effective time of the Merger (the "Effective Time") were automatically converted into the right to receive $9.74 per share in cash (the "Common Merger Consideration") and each issued and outstanding share of the Issuer's Series B Preferred Stock, par value $0.01 per share ("Series B Preferred Stock") (other than Rollover Shares, Canceled Shares or Dissenting Shares) at the Effective Time were automatically converted into the right to receive an amount in cash equal to the product of the Common Merger Consideration multiplied by the number of shares of Common Stock into which such share of Series B Preferred Stock was convertible (the "Series B Merger Consideration"). F3: In addition, as part of the Merger, (i) shares of the Issuer's capital stock owned by Kien Huat, GenM or their respective affiliates (the "Rollover Shares") remain outstanding, (ii) shares of capital stock owned by the Issuer or any of its wholly owned subsidiaries were canceled (the "Canceled Shares") and (iii) shares of capital stock owned by any stockholder who properly exercised appraisal rights under Delaware law (the "Dissenting Shares") now entitle the holder thereof only to such appraisal rights. F4: As a result of the Merger, each share of the Common Stock and Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares) was automatically converted into the right to receive the Common Merger Consideration or Series B Merger Consideration, as applicable, and ceased to exist or be outstanding. In addition, as a result of the Merger, all shares of common stock of Merger Sub issued and outstanding immediately before the Effective Time were converted into 5,523,691 shares of Common Stock, representing the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares and Canceled Shares), assuming conversion of all Series B Preferred Stock into Common Stock. Following the consummation of the Merger, Parent holds 34,438,297 shares of Common Stock, representing 100% of the outstanding Common Stock. F5: Kien Huat holds a 51% membership interest in Parent and Gen USA holds a 49% membership interest in Parent. F6: Kien Huat is indirectly controlled by Lim Kok Thay through two irrevocable private trusts: Golden Hope Unit Trust, a private unit trust held directly and indirectly by a discretionary trust established solely for the benefit of Lim Kok Thay and certain other members of his family (the "KH Discretionary Trust"). Lim Kok Thay may cause the removal of the trustee of each trust at any time in his sole discretion. F7: Lim Kok Thay may be deemed to indirectly control Genting Berhad, which may be deemed to control GenM, which controls its indirect, wholly owned subsidiary Gen USA. Genting Berhad may be deemed to be indirectly controlled by Lim Kok Thay through a discretionary trust of which Parkview Management Sdn Bhd is the trustee, which owns 100% of voting shares of Kien Huat International Limited, which, in turn, owns 100% of the voting shares in Kien Huat Realty Sdn Berhad ("KHR"), which, in turn, owns 100% of the voting shares of Inverway Sdn Bhd ("Inverway"). KHR and Inverway own ordinary shares in Genting Berhad. F8: Because of the relationship between Lim Kok Thay, Kien Huat, Genting Berhad, GenM, Gen USA (together, the "KH and Genting Reporting Persons") and Parent, the KH and Genting Reporting Persons may be deemed to beneficially own the securities herein to the extent of their respective direct or indirect pecuniary interest in Parent. Each of the KH and Genting Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any. |
Filing footnotes · ownership attribution and instrument terms
F1: On November 15, 2019, pursuant to the Agreement and Plan of Merger ("Merger Agreement") by and among Hercules Topco LLC ("Parent"), Hercules Merger Subsidiary Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving entity after the merger ("Merger").
F2: In connection with the Merger, each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") (other than any Rollover Shares, Canceled Shares or Dissenting Shares, as defined below) at the effective time of the Merger (the "Effective Time") were automatically converted into the right to receive $9.74 per share in cash (the "Common Merger Consideration") and each issued and outstanding share of the Issuer's Series B Preferred Stock, par value $0.01 per share ("Series B Preferred Stock") (other than Rollover Shares, Canceled Shares or Dissenting Shares) at the Effective Time were automatically converted into the right to receive an amount in cash equal to the product of the Common Merger Consideration multiplied by the number of shares of Common Stock into which such share of Series B Preferred Stock was convertible (the "Series B Merger Consideration").
F3: In addition, as part of the Merger, (i) shares of the Issuer's capital stock owned by Kien Huat, GenM or their respective affiliates (the "Rollover Shares") remain outstanding, (ii) shares of capital stock owned by the Issuer or any of its wholly owned subsidiaries were canceled (the "Canceled Shares") and (iii) shares of capital stock owned by any stockholder who properly exercised appraisal rights under Delaware law (the "Dissenting Shares") now entitle the holder thereof only to such appraisal rights.
F4: As a result of the Merger, each share of the Common Stock and Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares) was automatically converted into the right to receive the Common Merger Consideration or Series B Merger Consideration, as applicable, and ceased to exist or be outstanding. In addition, as a result of the Merger, all shares of common stock of Merger Sub issued and outstanding immediately before the Effective Time were converted into 5,523,691 shares of Common Stock, representing the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares and Canceled Shares), assuming conversion of all Series B Preferred Stock into Common Stock. Following the consummation of the Merger, Parent holds 34,438,297 shares of Common Stock, representing 100% of the outstanding Common Stock.
F5: Kien Huat holds a 51% membership interest in Parent and Gen USA holds a 49% membership interest in Parent.
F6: Kien Huat is indirectly controlled by Lim Kok Thay through two irrevocable private trusts: Golden Hope Unit Trust, a private unit trust held directly and indirectly by a discretionary trust established solely for the benefit of Lim Kok Thay and certain other members of his family (the "KH Discretionary Trust"). Lim Kok Thay may cause the removal of the trustee of each trust at any time in his sole discretion.
F7: Lim Kok Thay may be deemed to indirectly control Genting Berhad, which may be deemed to control GenM, which controls its indirect, wholly owned subsidiary Gen USA. Genting Berhad may be deemed to be indirectly controlled by Lim Kok Thay through a discretionary trust of which Parkview Management Sdn Bhd is the trustee, which owns 100% of voting shares of Kien Huat International Limited, which, in turn, owns 100% of the voting shares in Kien Huat Realty Sdn Berhad ("KHR"), which, in turn, owns 100% of the voting shares of Inverway Sdn Bhd ("Inverway"). KHR and Inverway own ordinary shares in Genting Berhad.
F8: Because of the relationship between Lim Kok Thay, Kien Huat, Genting Berhad, GenM, Gen USA (together, the "KH and Genting Reporting Persons") and Parent, the KH and Genting Reporting Persons may be deemed to beneficially own the securities herein to the extent of their respective direct or indirect pecuniary interest in Parent. Each of the KH and Genting Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any.
Transaction history
JSON APIPurchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”
The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.
| Transaction date | Company | Activity / security | Shares / units | Reported price | Reported value | Details |
|---|---|---|---|---|---|---|
| July 24, 2025 Filed Jul 28, 2025 21:40 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 3,700,000 | Not disclosed Strike: $2.53 | Not disclosed |
DisclosureSEC source: 0000905148-25-002572 · form4.xml · derivative · entry 8 Lim Kok Thay · CIK 0001470308 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Resorts World Inc Pte. Ltd. · CIK 0002007400 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 3,700,000 Underlying: Class A Common Stock · 3,700,000 shares Expires not disclosed F2 · kind: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F5 · kind: In connection with Mr. Lim's purchase of a promissory note from the Issuer with an aggregate principal amount of $6,812,230, that bears interest at 2% per annum and has a maturity date of March 21, 2026, Mr. Lim received from the Issuer a warrant to purchase up to 3.7 million shares of the Issuer's Class A Common Stock, at an exercise price of $2.528 per share, which represents a 20% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025. F5 · price: In connection with Mr. Lim's purchase of a promissory note from the Issuer with an aggregate principal amount of $6,812,230, that bears interest at 2% per annum and has a maturity date of March 21, 2026, Mr. Lim received from the Issuer a warrant to purchase up to 3.7 million shares of the Issuer's Class A Common Stock, at an exercise price of $2.528 per share, which represents a 20% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025. F6 · derivative.exercise_date: This warrant is exercisable for five (5) years from (i) the date Mr. Lim receives clearance from the Committee on Foreign Investment in the United States ("CFIUS"), if such clearance is required for Mr. Lim to exercise this warrant, or (ii) the issuance date (July 21, 2025), if CFIUS clearance is not required for Mr. Lim to exercise this warrant. F6 · derivative.expiration_date: This warrant is exercisable for five (5) years from (i) the date Mr. Lim receives clearance from the Committee on Foreign Investment in the United States ("CFIUS"), if such clearance is required for Mr. Lim to exercise this warrant, or (ii) the issuance date (July 21, 2025), if CFIUS clearance is not required for Mr. Lim to exercise this warrant. Read SEC document |
| July 24, 2025 Filed Jul 28, 2025 21:40 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 500,000 | Not disclosed Strike: $2.84 | Not disclosed |
DisclosureSEC source: 0000905148-25-002572 · form4.xml · derivative · entry 7 Lim Kok Thay · CIK 0001470308 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Resorts World Inc Pte. Ltd. · CIK 0002007400 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Resorts World Inc Pte. Ltd. Disclosed balance after: 500,000 Underlying: Class A Common Stock · 500,000 shares Expires 2030-07-24 F2 · kind: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F4 · kind: On July 24, 2025, the Issuer issued to RWI a new warrant to purchase up to 500,000 shares of the Issuer's Class A Common Stock at an exercise price of $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the Term Sheet. F4 · price: On July 24, 2025, the Issuer issued to RWI a new warrant to purchase up to 500,000 shares of the Issuer's Class A Common Stock at an exercise price of $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the Term Sheet. F3 · ownership.nature: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| July 24, 2025 Filed Jul 28, 2025 21:40 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 1,350,000 | Not disclosed Strike: $2.84 | Not disclosed |
DisclosureSEC source: 0000905148-25-002572 · form4.xml · derivative · entry 6 Lim Kok Thay · CIK 0001470308 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Resorts World Inc Pte. Ltd. · CIK 0002007400 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Resorts World Inc Pte. Ltd. Disclosed balance after: 1,350,000 Underlying: Class A Common Stock · 1,350,000 shares Expires 2029-07-15 F1 · kind: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2 · kind: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F1 · price: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2 · price: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F3 · ownership.nature: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| July 24, 2025 Filed Jul 28, 2025 21:40 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 1,350,000 | Not disclosed Strike: $2.99 | Not disclosed |
DisclosureSEC source: 0000905148-25-002572 · form4.xml · derivative · entry 5 Lim Kok Thay · CIK 0001470308 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Resorts World Inc Pte. Ltd. · CIK 0002007400 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Resorts World Inc Pte. Ltd. Disclosed balance after: 0 Underlying: Class A Common Stock · 1,350,000 shares Expires 2029-07-15 F1 · kind: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2 · kind: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F1 · price: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2 · price: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F3 · ownership.nature: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| July 24, 2025 Filed Jul 28, 2025 21:40 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 300,000 | Not disclosed Strike: $2.84 | Not disclosed |
DisclosureSEC source: 0000905148-25-002572 · form4.xml · derivative · entry 4 Lim Kok Thay · CIK 0001470308 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Resorts World Inc Pte. Ltd. · CIK 0002007400 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Resorts World Inc Pte. Ltd. Disclosed balance after: 300,000 Underlying: Class A Common Stock · 300,000 shares Expires 2028-06-20 F1 · kind: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2 · kind: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F1 · price: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2 · price: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F3 · ownership.nature: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| July 24, 2025 Filed Jul 28, 2025 21:40 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 300,000 | Not disclosed Strike: $5.90 | Not disclosed |
DisclosureSEC source: 0000905148-25-002572 · form4.xml · derivative · entry 3 Lim Kok Thay · CIK 0001470308 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Resorts World Inc Pte. Ltd. · CIK 0002007400 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Resorts World Inc Pte. Ltd. Disclosed balance after: 0 Underlying: Class A Common Stock · 300,000 shares Expires 2028-06-20 F1 · kind: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2 · kind: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F1 · price: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2 · price: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F3 · ownership.nature: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| July 24, 2025 Filed Jul 28, 2025 21:40 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 300,000 | Not disclosed Strike: $2.84 | Not disclosed |
DisclosureSEC source: 0000905148-25-002572 · form4.xml · derivative · entry 2 Lim Kok Thay · CIK 0001470308 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Resorts World Inc Pte. Ltd. · CIK 0002007400 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Resorts World Inc Pte. Ltd. Disclosed balance after: 300,000 Underlying: Class A Common Stock · 300,000 shares Expires 2028-06-20 F1 · kind: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2 · kind: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F1 · price: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2 · price: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F3 · ownership.nature: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| July 24, 2025 Filed Jul 28, 2025 21:40 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 300,000 | Not disclosed Strike: $8.10 | Not disclosed |
DisclosureSEC source: 0000905148-25-002572 · form4.xml · derivative · entry 1 Lim Kok Thay · CIK 0001470308 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Resorts World Inc Pte. Ltd. · CIK 0002007400 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Resorts World Inc Pte. Ltd. Disclosed balance after: 0 Underlying: Class A Common Stock · 300,000 shares Expires 2028-06-20 F1 · kind: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2 · kind: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F1 · price: The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025. F2 · price: Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act. F3 · ownership.nature: These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| January 24, 2025 Filed Jan 28, 2025 16:45 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 652,981 | $0.00 Strike: $2.07 | $0.00 |
DisclosureSEC source: 0000905148-25-000224 · form4.xml · derivative · entry 9 Lim Kok Thay · CIK 0001470308 · 10% owner Dragasac Ltd · CIK 0001872884 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Dragasac Limited Disclosed balance after: 0 Underlying: Class A Common Stock · 652,981 shares Expires 2030-03-16 F1 · shares: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F1 · derivative.underlying_shares: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F2 · ownership.nature: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| January 24, 2025 Filed Jan 28, 2025 16:45 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 535,274 | $0.00 Strike: $2.07 | $0.00 |
DisclosureSEC source: 0000905148-25-000224 · form4.xml · derivative · entry 8 Lim Kok Thay · CIK 0001470308 · 10% owner Dragasac Ltd · CIK 0001872884 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Dragasac Limited Disclosed balance after: 0 Underlying: Class A Common Stock · 535,274 shares Expires 2029-01-16 F1 · shares: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F1 · derivative.underlying_shares: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F2 · ownership.nature: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| January 24, 2025 Filed Jan 28, 2025 16:45 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 652,981 | Not disclosed Strike: $2.07 | Not disclosed |
DisclosureSEC source: 0000905148-25-000224 · form4.xml · derivative · entry 7 Lim Kok Thay · CIK 0001470308 · 10% owner Dragasac Ltd · CIK 0001872884 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Dragasac Limited Disclosed balance after: 652,981 Underlying: Class A Common Stock · 652,981 shares Expires 2030-03-16 F3 · kind: On January 24, 2025, the Issuer amended and restated the terms of the 652,981 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021, as well as the 535,274 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with a securities purchase agreement between the Issuer and Dragasac on January 12, 2024, in order to adjust the exercise price from $2.4898 per share of Class A Common Stock (as adjusted for the Reverse Stock Split) to $2.07 per share of Class A Common Stock. F1 · shares: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F3 · price: On January 24, 2025, the Issuer amended and restated the terms of the 652,981 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021, as well as the 535,274 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with a securities purchase agreement between the Issuer and Dragasac on January 12, 2024, in order to adjust the exercise price from $2.4898 per share of Class A Common Stock (as adjusted for the Reverse Stock Split) to $2.07 per share of Class A Common Stock. F1 · derivative.underlying_shares: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F1 · balance_after: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F2 · ownership.nature: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| January 24, 2025 Filed Jan 28, 2025 16:45 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 652,981 | Not disclosed Strike: $2.49 | Not disclosed |
DisclosureSEC source: 0000905148-25-000224 · form4.xml · derivative · entry 6 Lim Kok Thay · CIK 0001470308 · 10% owner Dragasac Ltd · CIK 0001872884 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Dragasac Limited Disclosed balance after: 0 Underlying: Class A Common Stock · 652,981 shares Expires 2030-03-16 F1 · derivative.exercise_price: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F3 · kind: On January 24, 2025, the Issuer amended and restated the terms of the 652,981 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021, as well as the 535,274 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with a securities purchase agreement between the Issuer and Dragasac on January 12, 2024, in order to adjust the exercise price from $2.4898 per share of Class A Common Stock (as adjusted for the Reverse Stock Split) to $2.07 per share of Class A Common Stock. F1 · shares: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F3 · price: On January 24, 2025, the Issuer amended and restated the terms of the 652,981 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021, as well as the 535,274 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with a securities purchase agreement between the Issuer and Dragasac on January 12, 2024, in order to adjust the exercise price from $2.4898 per share of Class A Common Stock (as adjusted for the Reverse Stock Split) to $2.07 per share of Class A Common Stock. F1 · derivative.underlying_shares: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F2 · ownership.nature: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| January 24, 2025 Filed Jan 28, 2025 16:45 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 535,274 | Not disclosed Strike: $2.07 | Not disclosed |
DisclosureSEC source: 0000905148-25-000224 · form4.xml · derivative · entry 5 Lim Kok Thay · CIK 0001470308 · 10% owner Dragasac Ltd · CIK 0001872884 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Dragasac Limited Disclosed balance after: 535,274 Underlying: Class A Common Stock · 535,274 shares Expires 2029-01-16 F3 · kind: On January 24, 2025, the Issuer amended and restated the terms of the 652,981 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021, as well as the 535,274 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with a securities purchase agreement between the Issuer and Dragasac on January 12, 2024, in order to adjust the exercise price from $2.4898 per share of Class A Common Stock (as adjusted for the Reverse Stock Split) to $2.07 per share of Class A Common Stock. F1 · shares: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F3 · price: On January 24, 2025, the Issuer amended and restated the terms of the 652,981 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021, as well as the 535,274 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with a securities purchase agreement between the Issuer and Dragasac on January 12, 2024, in order to adjust the exercise price from $2.4898 per share of Class A Common Stock (as adjusted for the Reverse Stock Split) to $2.07 per share of Class A Common Stock. F1 · derivative.underlying_shares: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F1 · balance_after: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F2 · ownership.nature: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| January 24, 2025 Filed Jan 28, 2025 16:45 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 535,274 | Not disclosed Strike: $2.49 | Not disclosed |
DisclosureSEC source: 0000905148-25-000224 · form4.xml · derivative · entry 4 Lim Kok Thay · CIK 0001470308 · 10% owner Dragasac Ltd · CIK 0001872884 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Dragasac Limited Disclosed balance after: 0 Underlying: Class A Common Stock · 535,274 shares Expires 2029-01-16 F1 · derivative.exercise_price: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F3 · kind: On January 24, 2025, the Issuer amended and restated the terms of the 652,981 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021, as well as the 535,274 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with a securities purchase agreement between the Issuer and Dragasac on January 12, 2024, in order to adjust the exercise price from $2.4898 per share of Class A Common Stock (as adjusted for the Reverse Stock Split) to $2.07 per share of Class A Common Stock. F1 · shares: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F3 · price: On January 24, 2025, the Issuer amended and restated the terms of the 652,981 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021, as well as the 535,274 warrants (as adjusted for the Reverse Stock Split) that Dragasac received in connection with a securities purchase agreement between the Issuer and Dragasac on January 12, 2024, in order to adjust the exercise price from $2.4898 per share of Class A Common Stock (as adjusted for the Reverse Stock Split) to $2.07 per share of Class A Common Stock. F1 · derivative.underlying_shares: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F2 · ownership.nature: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| January 24, 2025 Filed Jan 28, 2025 16:45 UTC | Celularity Inc CELU · Entity 7145 | OtherClass A Common Stock | 652,981 | $2.07 | $1,351,670.67 |
DisclosureSEC source: 0000905148-25-000224 · form4.xml · nonDerivative · entry 2 Lim Kok Thay · CIK 0001470308 · 10% owner Dragasac Ltd · CIK 0001872884 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Dragasac Limited Disclosed balance after: 6,335,630 F1 · shares: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F1 · balance_after: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F2 · ownership.nature: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| January 24, 2025 Filed Jan 28, 2025 16:45 UTC | Celularity Inc CELU · Entity 7145 | OtherClass A Common Stock | 535,274 | $2.07 | $1,108,017.18 |
DisclosureSEC source: 0000905148-25-000224 · form4.xml · nonDerivative · entry 1 Lim Kok Thay · CIK 0001470308 · 10% owner Dragasac Ltd · CIK 0001872884 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Dragasac Limited Disclosed balance after: 5,682,649 F1 · shares: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F1 · balance_after: These numbers have been adjusted to reflect the 1-for-10 reverse stock split the Issuer effected on February 28, 2024 (the "Reverse Stock Split"). F2 · ownership.nature: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| July 15, 2024 Filed Dec 19, 2024 21:19 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 1,350,000 | $1.25 Strike: $2.99 | $1,687,500.00 |
DisclosureSEC source: 0000905148-24-003388 · form4.xml · derivative · entry 2 Lim Kok Thay · CIK 0001470308 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Resorts World Inc Pte. Ltd. Disclosed balance after: 1,350,000 Underlying: Class A Common Stock · 1,350,000 shares Expires 2029-07-15 F2 · kind: Pursuant to the terms of the governing form of warrant, the exercise price of these Tranche 2 Warrants (as defined in the Form 4 filed by the Reporting Persons on January 17, 2024) was set at $2.988 per share on July 15, 2024, and accordingly these Tranche 2 Warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and reportable for purposes of Section 16 of the Exchange Act at that time. F3 · shares: These numbers have been adjusted to reflect the Reverse Stock Split. F3 · price: These numbers have been adjusted to reflect the Reverse Stock Split. F2 · derivative.exercise_date: Pursuant to the terms of the governing form of warrant, the exercise price of these Tranche 2 Warrants (as defined in the Form 4 filed by the Reporting Persons on January 17, 2024) was set at $2.988 per share on July 15, 2024, and accordingly these Tranche 2 Warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and reportable for purposes of Section 16 of the Exchange Act at that time. F3 · derivative.underlying_shares: These numbers have been adjusted to reflect the Reverse Stock Split. F3 · balance_after: These numbers have been adjusted to reflect the Reverse Stock Split. F4 · ownership.nature: These warrants are held by RWI. Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| March 13, 2024 Filed Mar 15, 2024 17:36 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 300,000 | Not disclosed Strike: $5.90 | Not disclosed |
DisclosureSEC source: 0000905148-24-000949 · form4.xml · derivative · entry 1 Lim Kok Thay · CIK 0001470308 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Resorts World Inc Pte. Ltd. Disclosed balance after: 300,000 Underlying: Class A Common Stock · 300,000 shares Expires 2028-06-20 F1 · kind: On March 13, 2024, the Issuer issued 300,000 warrants to Resorts World Inc Pte. Ltd. ("RWI"), as consideration for RWI's agreement to not exercise its rights and remedies upon the occurrence of any default under an existing loan agreement between RWI and the Issuer until the earlier of (a) the Issuer's obligations in respect of a promissory note between the Issuer and YA II PN, Ltd. have been paid in full, or (b) March 13, 2025 (the "Forbearance Warrant"). F2 · shares: The quantity of warrants reported herein reflects the Issuer's 1-for-10 reverse stock split that occurred on February 28, 2024. F1 · price: On March 13, 2024, the Issuer issued 300,000 warrants to Resorts World Inc Pte. Ltd. ("RWI"), as consideration for RWI's agreement to not exercise its rights and remedies upon the occurrence of any default under an existing loan agreement between RWI and the Issuer until the earlier of (a) the Issuer's obligations in respect of a promissory note between the Issuer and YA II PN, Ltd. have been paid in full, or (b) March 13, 2025 (the "Forbearance Warrant"). F3 · derivative.exercise_date: The Forbearance Warrant is immediately exercisable (or, if RWI reasonably determines in its sole discretion that clearance from the Committee on Foreign Investment in the United States is required, the date of such clearance), and can be exercised on a cashless basis. F2 · derivative.underlying_shares: The quantity of warrants reported herein reflects the Issuer's 1-for-10 reverse stock split that occurred on February 28, 2024. F2 · balance_after: The quantity of warrants reported herein reflects the Issuer's 1-for-10 reverse stock split that occurred on February 28, 2024. F4 · ownership.nature: These warrants are held by RWI. Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| January 12, 2024 Filed Jan 17, 2024 17:22 UTC | Celularity Inc CELU · Entity 7145 | PurchaseWarrants (Right to Buy) · Derivative | 16,500,000 | $0.13 Strike: $0.25 | $2,062,500.00 |
DisclosureSEC source: 0000905148-24-000212 · form4.xml · derivative · entry 6 Lim Kok Thay · CIK 0001470308 · 10% owner Dragasac Ltd · CIK 0001872884 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Resorts World Inc Pte. Ltd. Disclosed balance after: 16,500,000 Underlying: Class A Common Stock · 16,500,000 shares Expires 2029-01-16 F9 · derivative.exercise_price: The actual exercise price for these warrants is $0.24898 per share of Class A Common Stock, which has been rounded due to systematic character limitations. F4 · kind: On January 12, 2024, the Issuer entered into a loan agreement with Resorts World Inc Pte. Ltd. ("RWI"), pursuant to which RWI provided a $15.0 million loan to the Issuer, net of an original issue discount representing the purchase price of the Tranche 1 Warrants and Tranche 2 Warrants (each defined herein), in exchange for an initial tranche of warrants to purchase up to 16,500,000 shares of Class A Common Stock (the "Tranche 1 Warrants") and a second tranche of warrants to purchase up to 13,500,000 shares of Class A Common Stock (the "Tranche 2 Warrants"). F5 · kind: The Tranche 2 Warrants are not exercisable until the later of (i) clearance from the Committee on Foreign Investment in the United States and (ii) July 16, 2024, and the exercise price of the Tranche 2 Warrants will be equal to the "Minimum Price" (as defined in Nasdaq Listing Rule 5635(d)) on the date they become exercisable. Accordingly, at this time, the Tranche 2 Warrants are not "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and are thus not reportable for purposes of Section 16 of the Exchange Act. F7 · ownership.nature: These warrants are held by RWI. Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| January 12, 2024 Filed Jan 17, 2024 17:22 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 6,529,818 | Not disclosed Strike: $0.25 | Not disclosed |
DisclosureSEC source: 0000905148-24-000212 · form4.xml · derivative · entry 5 Lim Kok Thay · CIK 0001470308 · 10% owner Dragasac Ltd · CIK 0001872884 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Dragasac Limited Disclosed balance after: 6,529,818 Underlying: Class A Common Stock · 6,529,818 shares Expires 2030-03-16 F9 · derivative.exercise_price: The actual exercise price for these warrants is $0.24898 per share of Class A Common Stock, which has been rounded due to systematic character limitations. F2 · kind: In connection with the Securities Purchase Agreement, the Issuer amended and restated the terms of the 6,529,818 warrants that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021 in order to adjust the exercise price from $6.77 per share of Class A Common Stock to $0.24898 per share of Class A Common Stock and to extend the expiration date to March 16, 2030. F2 · price: In connection with the Securities Purchase Agreement, the Issuer amended and restated the terms of the 6,529,818 warrants that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021 in order to adjust the exercise price from $6.77 per share of Class A Common Stock to $0.24898 per share of Class A Common Stock and to extend the expiration date to March 16, 2030. F6 · ownership.nature: These securities are directly held by Dragasac, which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| January 12, 2024 Filed Jan 17, 2024 17:22 UTC | Celularity Inc CELU · Entity 7145 | OtherWarrants (Right to Buy) · Derivative | 6,529,818 | Not disclosed Strike: $6.77 | Not disclosed |
DisclosureSEC source: 0000905148-24-000212 · form4.xml · derivative · entry 4 Lim Kok Thay · CIK 0001470308 · 10% owner Dragasac Ltd · CIK 0001872884 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Dragasac Limited Disclosed balance after: 0 Underlying: Class A Common Stock · 6,529,818 shares Expires not disclosed F2 · kind: In connection with the Securities Purchase Agreement, the Issuer amended and restated the terms of the 6,529,818 warrants that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021 in order to adjust the exercise price from $6.77 per share of Class A Common Stock to $0.24898 per share of Class A Common Stock and to extend the expiration date to March 16, 2030. F2 · price: In connection with the Securities Purchase Agreement, the Issuer amended and restated the terms of the 6,529,818 warrants that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021 in order to adjust the exercise price from $6.77 per share of Class A Common Stock to $0.24898 per share of Class A Common Stock and to extend the expiration date to March 16, 2030. F3 · derivative.expiration_date: These warrants were scheduled to expire upon the earlier of (i) March 16, 2025, or (ii) the consummation of a change in control of the Issuer. F6 · ownership.nature: These securities are directly held by Dragasac, which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| January 12, 2024 Filed Jan 17, 2024 17:22 UTC | Celularity Inc CELU · Entity 7145 | PurchaseWarrants (Right to Buy) · Derivative | 5,352,746 | $0.13 Strike: $0.25 | $669,093.25 |
DisclosureSEC source: 0000905148-24-000212 · form4.xml · derivative · entry 3 Lim Kok Thay · CIK 0001470308 · 10% owner Dragasac Ltd · CIK 0001872884 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Dragasac Limited Disclosed balance after: 5,352,746 Underlying: Class A Common Stock · 5,352,746 shares Expires 2029-01-16 F9 · derivative.exercise_price: The actual exercise price for these warrants is $0.24898 per share of Class A Common Stock, which has been rounded due to systematic character limitations. F1 · kind: On January 12, 2024, the Issuer entered into a securities purchase agreement (the "Securities Purchase Agreement") with Dragasac Limited ("Dragasac"), pursuant to which Dragasac agreed to deliver $6.0 million to the Issuer in exchange for 21,410,983 shares of Class A Common Stock and warrants to purchase up to 5,352,746 shares of Class A Common Stock. The actual price for the 21,410,983 shares of Class A Common Stock is $0.24898 per share of Class A Common Stock, which has been rounded due to systematic character limitations. F1 · price: On January 12, 2024, the Issuer entered into a securities purchase agreement (the "Securities Purchase Agreement") with Dragasac Limited ("Dragasac"), pursuant to which Dragasac agreed to deliver $6.0 million to the Issuer in exchange for 21,410,983 shares of Class A Common Stock and warrants to purchase up to 5,352,746 shares of Class A Common Stock. The actual price for the 21,410,983 shares of Class A Common Stock is $0.24898 per share of Class A Common Stock, which has been rounded due to systematic character limitations. F6 · ownership.nature: These securities are directly held by Dragasac, which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| January 12, 2024 Filed Jan 17, 2024 17:22 UTC | Celularity Inc CELU · Entity 7145 | PurchaseClass A Common Stock | 21,410,983 | $0.25 | $5,331,334.77 |
DisclosureSEC source: 0000905148-24-000212 · form4.xml · nonDerivative · entry 1 Lim Kok Thay · CIK 0001470308 · 10% owner Dragasac Ltd · CIK 0001872884 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: No plan indicated Ownership: Indirect · By Dragasac Limited Disclosed balance after: 51,473,762 F1 · kind: On January 12, 2024, the Issuer entered into a securities purchase agreement (the "Securities Purchase Agreement") with Dragasac Limited ("Dragasac"), pursuant to which Dragasac agreed to deliver $6.0 million to the Issuer in exchange for 21,410,983 shares of Class A Common Stock and warrants to purchase up to 5,352,746 shares of Class A Common Stock. The actual price for the 21,410,983 shares of Class A Common Stock is $0.24898 per share of Class A Common Stock, which has been rounded due to systematic character limitations. F1 · price: On January 12, 2024, the Issuer entered into a securities purchase agreement (the "Securities Purchase Agreement") with Dragasac Limited ("Dragasac"), pursuant to which Dragasac agreed to deliver $6.0 million to the Issuer in exchange for 21,410,983 shares of Class A Common Stock and warrants to purchase up to 5,352,746 shares of Class A Common Stock. The actual price for the 21,410,983 shares of Class A Common Stock is $0.24898 per share of Class A Common Stock, which has been rounded due to systematic character limitations. F6 · ownership.nature: These securities are directly held by Dragasac, which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. Read SEC document |
| June 14, 2023 Filed Jun 16, 2023 20:46 UTC | Celularity Inc CELU · Entity 7145 | GrantStock Option (Right to Buy) · Derivative | 277,778 | $0.00 Strike: $0.75 | $0.00 |
DisclosureSEC source: 0000899243-23-015861 · doc4.xml · derivative · entry 2 Lim Kok Thay · CIK 0001470308 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 277,778 Underlying: Class A Common Stock · 277,778 shares Expires 2033-06-14 F3 · derivative.exercise_date: This option was granted under the 2021 Plan and shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant, June 14, 2023, and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date. Read SEC document |
| June 14, 2023 Filed Jun 16, 2023 20:46 UTC | Celularity Inc CELU · Entity 7145 | GrantClass A Common Stock | 199,921 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-23-015861 · doc4.xml · nonDerivative · entry 1 Lim Kok Thay · CIK 0001470308 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 236,066 F1 · shares: These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant, June 14, 2023, and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date. F2 · balance_after: Includes 199,921 RSUs granted under the 2021 Plan, with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant, June 14, 2023, and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date. Read SEC document |
| June 14, 2023 Filed Jun 30, 2023 19:19 UTC Amendment | Celularity Inc CELU · Entity 7145 | Tax withholdingClass A Common Stock | 10,844 | $0.75 | $8,136.25 |
DisclosureSEC source: 0000950170-23-031217 · ownership.xml · nonDerivative · entry 1 Lim Kok Thay · CIK 0001470308 · Director 10b5-1 filing: No plan indicated Ownership: Direct Disclosed balance after: 225,222 F1 · shares: Represents shares withheld by the Issuer to satisfy the Reporting Person's tax obligations associated with the vesting and settlement of restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan") and does not represent a sale, and which withholding of 10,844 shares was inadvertently omitted from the original Form 4 filed on June 16, 2023,. F2 · balance_after: Includes 199,921 shares underlying RSUs granted under the 2021 Plan. Each RSU represents the right to receive one share of the Issuer's Class A common stock subject to vesting. Read SEC document |
| July 13, 2022 Filed Jul 15, 2022 21:12 UTC | Celularity Inc CELU · Entity 7145 | GrantStock Option (Right to Buy) · Derivative | 54,152 | $0.00 Strike: $4.15 | $0.00 |
DisclosureSEC source: 0000899243-22-026200 · doc4.xml · derivative · entry 2 Lim Kok Thay · CIK 0001470308 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 54,152 Underlying: Class A Common Stock · 54,152 shares Expires 2032-07-13 F2 · derivative.exercise_date: This option is granted under the Issuer's 2021 Plan and shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant, July 13, 2022, and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date. Read SEC document |
| July 13, 2022 Filed Jul 15, 2022 21:12 UTC | Celularity Inc CELU · Entity 7145 | GrantClass A Common Stock | 36,145 | $0.00 | $0.00 |
DisclosureSEC source: 0000899243-22-026200 · doc4.xml · nonDerivative · entry 1 Lim Kok Thay · CIK 0001470308 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 36,145 F1 · shares: These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs is shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant, July 13, 2022, and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date. Read SEC document |
| September 09, 2021 Filed Sep 13, 2021 18:10 UTC | Celularity Inc CELU · Entity 7145 | GrantStock Option (Right to Buy) · Derivative | 56,053 | $0.00 Strike: $6.72 | $0.00 |
DisclosureSEC source: 0001213900-21-047750 · ownership.xml · derivative · entry 1 Lim Kok Thay · CIK 0001470308 · Director 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 56,053 Underlying: Class A Common Stock · 56,053 shares Expires 2031-09-09 F1 · derivative.exercise_date: This option shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant, September 9, 2021, and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through each such date. Read SEC document |
| July 16, 2021 Filed Jul 20, 2021 21:09 UTC | Celularity Inc CELU · Entity 7145 | GrantDeferred Compensation Award (Right to Buy) · Derivative | 269,007 | $0.00 Strike: $3.83 | $0.00 |
DisclosureSEC source: 0001209191-21-047509 · doc4.xml · derivative · entry 4 Lim Kok Thay · CIK 0001470308 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 269,007 Underlying: Class A Common Stock · 269,007 shares Expires 2031-03-24 F6 · derivative.exercise_date: This Deferred Compensation Award ("DCA") shall become exercisable solely upon the first to occur of: (i) the consummation of a change of control that is also a change in the ownership or effective control of the Issuer, or in the ownership of a substantial portion of the Issuer's assets, (ii) the Reporting Person's death or disability, or (iii) March 24, 2023, subject to the Reporting Person's continuous service with the Issuer on such date. Read SEC document |
| July 16, 2021 Filed Jul 20, 2021 21:09 UTC | Celularity Inc CELU · Entity 7145 | GrantWarrants (Right to Buy) · Derivative | 6,529,818 | Not disclosed Strike: $6.77 | Not disclosed |
DisclosureSEC source: 0001209191-21-047509 · doc4.xml · derivative · entry 3 Lim Kok Thay · CIK 0001470308 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 6,529,818 Underlying: Class A Common Stock · 6,529,818 shares Expires not disclosed F5 · price: Pursuant to the Merger Agreement, these warrants to acquire Class A Common Stock were received in exchange for warrants to acquire 8,495,796 shares of Series B Preferred Stock of Celularity that had an exercise price per share equal to the lesser of (a) $5.20 per share or (b) 80% of either (i) the value attributed to one share of Series B Preferred Stock of Celularity upon consummation of a change in control or the closing of a strategic transaction pursuant to which Celularity's stockholders exchange their existing shares of capital stock in Celularity for shares in a company whose shares are listed on a national stock exchange or (ii) the price at which one share of Celularity common stock is sold to the public market in an initial public offering. F4 · derivative.expiration_date: These warrants expire upon the earlier to occur of (i) March 16, 2025, or (ii), the consummation of a change in control of the Issuer. F2 · ownership.direct: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. The Reporting Person may be deemed a beneficial owner of the securities held by Dragasac in his capacity as indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein. F2 · ownership.nature: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. The Reporting Person may be deemed a beneficial owner of the securities held by Dragasac in his capacity as indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Read SEC document |
| July 16, 2021 Filed Jul 20, 2021 21:09 UTC | Celularity Inc CELU · Entity 7145 | GrantClass A Common Stock | 3,500,000 | $10.00 | $35,000,000.00 |
DisclosureSEC source: 0001209191-21-047509 · doc4.xml · nonDerivative · entry 2 Lim Kok Thay · CIK 0001470308 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 30,062,778 F3 · shares: At Closing, these shares of Class A Common Stock were acquired directly from the Issuer in a private placement pursuant to a subscription agreement with the Issuer. F2 · ownership.direct: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. The Reporting Person may be deemed a beneficial owner of the securities held by Dragasac in his capacity as indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein. F2 · ownership.nature: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. The Reporting Person may be deemed a beneficial owner of the securities held by Dragasac in his capacity as indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Read SEC document |
| July 16, 2021 Filed Jul 20, 2021 21:09 UTC | Celularity Inc CELU · Entity 7145 | GrantClass A Common Stock | 26,562,778 | Not disclosed | Not disclosed |
DisclosureSEC source: 0001209191-21-047509 · doc4.xml · nonDerivative · entry 1 Lim Kok Thay · CIK 0001470308 · Director · 10% owner 10b5-1 filing: Not disclosed Ownership: Indirect · See footnote Disclosed balance after: 26,562,778 F1 · price: Pursuant to the Merger Agreement and Plan of Reorganization, dated January 8, 2021, by and among GX Acquisition Corp. ("GX"), two of its wholly owned subsidiaries and Celularity Inc. ("Celularity") (the "Merger Agreement"), the merger pursuant to which (the "Merger") closed on July 16, 2021 ("Closing"), these shares of Class A Common Stock were received in exchange for 34,560,219 shares of Series B Preferred Stock of Celularity. On the Closing date, the closing price of the Issuer's Class A Common Stock was $10.20. Following Closing, the Issuer intends to change its name to "Celularity Inc." F2 · ownership.direct: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. The Reporting Person may be deemed a beneficial owner of the securities held by Dragasac in his capacity as indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein. F2 · ownership.nature: These securities are directly held by Dragasac Limited ("Dragasac"), which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. The Reporting Person may be deemed a beneficial owner of the securities held by Dragasac in his capacity as indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. The Reporting Person disclaims such beneficial ownership except to the extent of his pecuniary interest therein. Read SEC document |
| November 15, 2019 Filed Nov 15, 2019 16:59 UTC | EMPIRE RESORTS INC NYNY · Entity 153746 | PurchaseCommon Stock | 5,523,691 | $9.74 | $53,800,750.34 |
DisclosureSEC source: 0001387131-19-008801 · nynymerger-form4_111519.xml · nonDerivative · entry 1 Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner Lim Kok Thay · CIK 0001470308 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Genting Malaysia Berhad · CIK 0001788490 · 10% owner Genting (USA) Ltd · CIK 0001788260 · 10% owner Hercules Topco LLC · CIK 0001788753 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Explanation of Responses Disclosed balance after: 34,438,297 F1 · shares: On November 15, 2019, pursuant to the Agreement and Plan of Merger ("Merger Agreement") by and among Hercules Topco LLC ("Parent"), Hercules Merger Subsidiary Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving entity after the merger ("Merger"). F2 · shares: In connection with the Merger, each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") (other than any Rollover Shares, Canceled Shares or Dissenting Shares, as defined below) at the effective time of the Merger (the "Effective Time") were automatically converted into the right to receive $9.74 per share in cash (the "Common Merger Consideration") and each issued and outstanding share of the Issuer's Series B Preferred Stock, par value $0.01 per share ("Series B Preferred Stock") (other than Rollover Shares, Canceled Shares or Dissenting Shares) at the Effective Time were automatically converted into the right to receive an amount in cash equal to the product of the Common Merger Consideration multiplied by the number of shares of Common Stock into which such share of Series B Preferred Stock was convertible (the "Series B Merger Consideration"). F3 · shares: In addition, as part of the Merger, (i) shares of the Issuer's capital stock owned by Kien Huat, GenM or their respective affiliates (the "Rollover Shares") remain outstanding, (ii) shares of capital stock owned by the Issuer or any of its wholly owned subsidiaries were canceled (the "Canceled Shares") and (iii) shares of capital stock owned by any stockholder who properly exercised appraisal rights under Delaware law (the "Dissenting Shares") now entitle the holder thereof only to such appraisal rights. F4 · shares: As a result of the Merger, each share of the Common Stock and Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares) was automatically converted into the right to receive the Common Merger Consideration or Series B Merger Consideration, as applicable, and ceased to exist or be outstanding. In addition, as a result of the Merger, all shares of common stock of Merger Sub issued and outstanding immediately before the Effective Time were converted into 5,523,691 shares of Common Stock, representing the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares and Canceled Shares), assuming conversion of all Series B Preferred Stock into Common Stock. Following the consummation of the Merger, Parent holds 34,438,297 shares of Common Stock, representing 100% of the outstanding Common Stock. F1 · balance_after: On November 15, 2019, pursuant to the Agreement and Plan of Merger ("Merger Agreement") by and among Hercules Topco LLC ("Parent"), Hercules Merger Subsidiary Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving entity after the merger ("Merger"). F2 · balance_after: In connection with the Merger, each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") (other than any Rollover Shares, Canceled Shares or Dissenting Shares, as defined below) at the effective time of the Merger (the "Effective Time") were automatically converted into the right to receive $9.74 per share in cash (the "Common Merger Consideration") and each issued and outstanding share of the Issuer's Series B Preferred Stock, par value $0.01 per share ("Series B Preferred Stock") (other than Rollover Shares, Canceled Shares or Dissenting Shares) at the Effective Time were automatically converted into the right to receive an amount in cash equal to the product of the Common Merger Consideration multiplied by the number of shares of Common Stock into which such share of Series B Preferred Stock was convertible (the "Series B Merger Consideration"). F3 · balance_after: In addition, as part of the Merger, (i) shares of the Issuer's capital stock owned by Kien Huat, GenM or their respective affiliates (the "Rollover Shares") remain outstanding, (ii) shares of capital stock owned by the Issuer or any of its wholly owned subsidiaries were canceled (the "Canceled Shares") and (iii) shares of capital stock owned by any stockholder who properly exercised appraisal rights under Delaware law (the "Dissenting Shares") now entitle the holder thereof only to such appraisal rights. F4 · balance_after: As a result of the Merger, each share of the Common Stock and Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares) was automatically converted into the right to receive the Common Merger Consideration or Series B Merger Consideration, as applicable, and ceased to exist or be outstanding. In addition, as a result of the Merger, all shares of common stock of Merger Sub issued and outstanding immediately before the Effective Time were converted into 5,523,691 shares of Common Stock, representing the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares and Canceled Shares), assuming conversion of all Series B Preferred Stock into Common Stock. Following the consummation of the Merger, Parent holds 34,438,297 shares of Common Stock, representing 100% of the outstanding Common Stock. F1 · ownership.nature: On November 15, 2019, pursuant to the Agreement and Plan of Merger ("Merger Agreement") by and among Hercules Topco LLC ("Parent"), Hercules Merger Subsidiary Inc., a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving entity after the merger ("Merger"). F2 · ownership.nature: In connection with the Merger, each issued and outstanding share of the Issuer's Common Stock, par value $0.01 per share ("Common Stock") (other than any Rollover Shares, Canceled Shares or Dissenting Shares, as defined below) at the effective time of the Merger (the "Effective Time") were automatically converted into the right to receive $9.74 per share in cash (the "Common Merger Consideration") and each issued and outstanding share of the Issuer's Series B Preferred Stock, par value $0.01 per share ("Series B Preferred Stock") (other than Rollover Shares, Canceled Shares or Dissenting Shares) at the Effective Time were automatically converted into the right to receive an amount in cash equal to the product of the Common Merger Consideration multiplied by the number of shares of Common Stock into which such share of Series B Preferred Stock was convertible (the "Series B Merger Consideration"). F3 · ownership.nature: In addition, as part of the Merger, (i) shares of the Issuer's capital stock owned by Kien Huat, GenM or their respective affiliates (the "Rollover Shares") remain outstanding, (ii) shares of capital stock owned by the Issuer or any of its wholly owned subsidiaries were canceled (the "Canceled Shares") and (iii) shares of capital stock owned by any stockholder who properly exercised appraisal rights under Delaware law (the "Dissenting Shares") now entitle the holder thereof only to such appraisal rights. F4 · ownership.nature: As a result of the Merger, each share of the Common Stock and Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares) was automatically converted into the right to receive the Common Merger Consideration or Series B Merger Consideration, as applicable, and ceased to exist or be outstanding. In addition, as a result of the Merger, all shares of common stock of Merger Sub issued and outstanding immediately before the Effective Time were converted into 5,523,691 shares of Common Stock, representing the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than Rollover Shares and Canceled Shares), assuming conversion of all Series B Preferred Stock into Common Stock. Following the consummation of the Merger, Parent holds 34,438,297 shares of Common Stock, representing 100% of the outstanding Common Stock. F5 · ownership.nature: Kien Huat holds a 51% membership interest in Parent and Gen USA holds a 49% membership interest in Parent. F6 · ownership.nature: Kien Huat is indirectly controlled by Lim Kok Thay through two irrevocable private trusts: Golden Hope Unit Trust, a private unit trust held directly and indirectly by a discretionary trust established solely for the benefit of Lim Kok Thay and certain other members of his family (the "KH Discretionary Trust"). Lim Kok Thay may cause the removal of the trustee of each trust at any time in his sole discretion. F7 · ownership.nature: Lim Kok Thay may be deemed to indirectly control Genting Berhad, which may be deemed to control GenM, which controls its indirect, wholly owned subsidiary Gen USA. Genting Berhad may be deemed to be indirectly controlled by Lim Kok Thay through a discretionary trust of which Parkview Management Sdn Bhd is the trustee, which owns 100% of voting shares of Kien Huat International Limited, which, in turn, owns 100% of the voting shares in Kien Huat Realty Sdn Berhad ("KHR"), which, in turn, owns 100% of the voting shares of Inverway Sdn Bhd ("Inverway"). KHR and Inverway own ordinary shares in Genting Berhad. F8 · ownership.nature: Because of the relationship between Lim Kok Thay, Kien Huat, Genting Berhad, GenM, Gen USA (together, the "KH and Genting Reporting Persons") and Parent, the KH and Genting Reporting Persons may be deemed to beneficially own the securities herein to the extent of their respective direct or indirect pecuniary interest in Parent. Each of the KH and Genting Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any. Read SEC document |
| November 15, 2019 Filed Nov 15, 2019 16:57 UTC | EMPIRE RESORTS INC NYNY · Entity 153746 | OtherCommon Stock | 968,156 | $9.74 | $9,429,839.44 |
DisclosureSEC source: 0001387131-19-008799 · nyny-form4_111519.xml · nonDerivative · entry 2 Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner Lim Kok Thay · CIK 0001470308 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Genting Malaysia Berhad · CIK 0001788490 · 10% owner Genting (USA) Ltd · CIK 0001788260 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Explanation of Responses Disclosed balance after: 28,914,606 F1 · ownership.nature: Pursuant to an executed binding term sheet (the "Term Sheet"), dated as of August 5, 2019, by and among Kien Huat Realty III Limited ("Kien Huat"), Genting Malaysia Berhad ("GenM") and Genting (USA) Limited ("Gen USA"), simultaneously (i) Kien Huat contributed 15,714,606 shares of Common Stock, par value $0.01 per share, of the Issuer ("Common Stock") to Hercules Topco LLC ("Parent") and Gen USA contributed 13,200,000 shares of Common Stock to Parent and (ii) Gen USA contributed 49% of amounts required to be paid by Parent pursuant to the Agreement and Plan of Merger by and among Parent, Hercules Merger Subsidiary Inc. and the Issuer (the "Merger Agreement") plus $9,429,839.44 and Kien Huat contributed 51% of amounts required to be paid by Parent pursuant to the Merger Agreement, less $9,429,839.44. F2 · ownership.nature: Following such contributions, Kien Huat will continue to hold a 51% membership interest in Parent and Gen USA will continue to hold a 49% membership interest in Parent. $9,429,839.44 was contributed to Parent by Gen USA, and deducted from Kien Huat's contribution, in order for Gen USA to maintain a membership interest of 49%, assuming that all shares of Common Stock contributed to Parent had a value of $9.74 per share. F3 · ownership.nature: Kien Huat is indirectly controlled by Lim Kok Thay through two irrevocable private trusts: Golden Hope Unit Trust, a private unit trust held directly and indirectly by a discretionary trust established solely for the benefit of Lim Kok Thay and certain other members of his family (the "KH Discretionary Trust"). Lim Kok Thay may cause the removal of the trustee of each trust at any time in his sole discretion. F4 · ownership.nature: Lim Kok Thay may be deemed to indirectly control Genting Berhad, which may be deemed to control GenM, which controls its indirect, wholly owned subsidiary Gen USA. Genting Berhad may be deemed to be indirectly controlled by Lim Kok Thay through a discretionary trust of which Parkview Management Sdn Bhd is the trustee, which owns 100% of voting shares of Kien Huat International Limited, which, in turn, owns 100% of the voting shares in Kien Huat Realty Sdn Berhad ("KHR"), which, in turn, owns 100% of the voting shares of Inverway Sdn Bhd ("Inverway"). KHR and Inverway own ordinary shares in Genting Berhad. F5 · ownership.nature: Because of the relationship between Lim Kok Thay, Kien Huat, Genting Berhad, GenM, Gen USA (together, the "Reporting Persons") and Parent, the Reporting Persons may be deemed to beneficially own the securities herein to the extent of their respective direct or indirect pecuniary interest in Parent. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any. Read SEC document |
| November 15, 2019 Filed Nov 15, 2019 16:57 UTC | EMPIRE RESORTS INC NYNY · Entity 153746 | OtherCommon Stock | 968,156 | $9.74 | $9,429,839.44 |
DisclosureSEC source: 0001387131-19-008799 · nyny-form4_111519.xml · nonDerivative · entry 1 Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner Lim Kok Thay · CIK 0001470308 · 10% owner Genting Berhad · CIK 0001788489 · 10% owner Genting Malaysia Berhad · CIK 0001788490 · 10% owner Genting (USA) Ltd · CIK 0001788260 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Explanation of Responses Disclosed balance after: 28,914,606 F1 · ownership.nature: Pursuant to an executed binding term sheet (the "Term Sheet"), dated as of August 5, 2019, by and among Kien Huat Realty III Limited ("Kien Huat"), Genting Malaysia Berhad ("GenM") and Genting (USA) Limited ("Gen USA"), simultaneously (i) Kien Huat contributed 15,714,606 shares of Common Stock, par value $0.01 per share, of the Issuer ("Common Stock") to Hercules Topco LLC ("Parent") and Gen USA contributed 13,200,000 shares of Common Stock to Parent and (ii) Gen USA contributed 49% of amounts required to be paid by Parent pursuant to the Agreement and Plan of Merger by and among Parent, Hercules Merger Subsidiary Inc. and the Issuer (the "Merger Agreement") plus $9,429,839.44 and Kien Huat contributed 51% of amounts required to be paid by Parent pursuant to the Merger Agreement, less $9,429,839.44. F2 · ownership.nature: Following such contributions, Kien Huat will continue to hold a 51% membership interest in Parent and Gen USA will continue to hold a 49% membership interest in Parent. $9,429,839.44 was contributed to Parent by Gen USA, and deducted from Kien Huat's contribution, in order for Gen USA to maintain a membership interest of 49%, assuming that all shares of Common Stock contributed to Parent had a value of $9.74 per share. F3 · ownership.nature: Kien Huat is indirectly controlled by Lim Kok Thay through two irrevocable private trusts: Golden Hope Unit Trust, a private unit trust held directly and indirectly by a discretionary trust established solely for the benefit of Lim Kok Thay and certain other members of his family (the "KH Discretionary Trust"). Lim Kok Thay may cause the removal of the trustee of each trust at any time in his sole discretion. F4 · ownership.nature: Lim Kok Thay may be deemed to indirectly control Genting Berhad, which may be deemed to control GenM, which controls its indirect, wholly owned subsidiary Gen USA. Genting Berhad may be deemed to be indirectly controlled by Lim Kok Thay through a discretionary trust of which Parkview Management Sdn Bhd is the trustee, which owns 100% of voting shares of Kien Huat International Limited, which, in turn, owns 100% of the voting shares in Kien Huat Realty Sdn Berhad ("KHR"), which, in turn, owns 100% of the voting shares of Inverway Sdn Bhd ("Inverway"). KHR and Inverway own ordinary shares in Genting Berhad. F5 · ownership.nature: Because of the relationship between Lim Kok Thay, Kien Huat, Genting Berhad, GenM, Gen USA (together, the "Reporting Persons") and Parent, the Reporting Persons may be deemed to beneficially own the securities herein to the extent of their respective direct or indirect pecuniary interest in Parent. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, if any. Read SEC document |
| November 04, 2019 Filed Nov 4, 2019 17:04 UTC | EMPIRE RESORTS INC NYNY · Entity 153746 | SaleCommon Stock | 13,200,000 | $9.74 | $128,568,000.00 |
DisclosureSEC source: 0001387131-19-008293 · nyny-form4_110419.xml · nonDerivative · entry 1 Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner Lim Kok Thay · CIK 0001470308 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Explanation of Responses Disclosed balance after: 13,200,000 F1 · kind: Pursuant to an executed binding term sheet (the "Term Sheet"), dated as of August 5, 2019, by and among Kien Huat Realty III Limited ("Kien Huat"), Genting Malaysia Berhad ("GenM") and Gen (USA) Limited ("Gen USA"), Kien Huat sold 13,200,000 shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") to Gen USA. F2 · ownership.nature: Lim Kok Thay may be deemed to indirectly control Genting Berhad, which may be deemed to control GenM, which controls its indirect, wholly-owned subsidiary, Gen USA. Kien Huat is indirectly controlled by Lim Kok Thay through two irrevocable private trusts: Golden Hope Unit Trust, a private unit trust held directly and indirectly by a discretionary trust established solely for the benefit of Lim Kok Thay and certain other members of his family (the "KH Discretionary Trust"). Lim Kok Thay may cause the removal of the trustee of each trust at any time in his sole discretion. F3 · ownership.nature: Genting Berhad may be deemed to be indirectly controlled by Lim Kok Thay through a discretionary trust of which Parkview Management Sdn Bhd is the trustee, which owns 100% of voting shares of Kien Huat International Limited, which, in turn, owns 100% of the voting shares in Kien Huat Realty Sdn Berhad ("KHR"), which, in turn owns 100% of the voting shares of Inverway Sdn Bhd ("Inverway"). KHR and Inverway own ordinary shares in Genting Berhad. Genting Berhad, Gen M, and Gen USA filed separately from the Reporting Persons. F4 · ownership.nature: Because of the relationship between Lim Kok Thay and Gen USA, Lim Kok Thay may be deemed to beneficially own the securities reported herein to the extent of his respective direct or indirect pecuniary interests in Gen USA. Lim Kok Thay disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein, if any. F5 · ownership.nature: Kien Huat and Lim Kok Thay beneficially own directly 15,714,606 shares of Common Stock. Gen USA beneficially owns directly 13,200,000 shares of Common Stock. Read SEC document |
| October 30, 2019 Filed Oct 30, 2019 17:04 UTC | EMPIRE RESORTS INC NYNY · Entity 153746 | PurchaseSeries F Convertible Preferred Stock · Derivative | 75 | $100,000.00 Strike: $20.00 | $7,500,000.00 |
DisclosureSEC source: 0001387131-19-008070 · nyny-form4_103019.xml · derivative · entry 1 Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner Lim Kok Thay · CIK 0001470308 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 1,040 Underlying: Common Stock · 375,000 shares Expires 2038-12-31 F1 · derivative.exercise_price: At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares of common stock, par value $.01 per share ("Common Stock"), in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments. F2 · derivative.exercise_price: If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date. F3 · derivative.exercise_price: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. F3 · date: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. Read SEC document |
| September 23, 2019 Filed Sep 23, 2019 16:22 UTC | EMPIRE RESORTS INC NYNY · Entity 153746 | PurchaseSeries F Convertible Preferred Stock · Derivative | 75 | $100,000.00 Strike: $20.00 | $7,500,000.00 |
DisclosureSEC source: 0001387131-19-007085 · ownership.xml · derivative · entry 1 Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner Lim Kok Thay · CIK 0001470308 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 965 Underlying: Common Stock · 375,000 shares Expires 2038-12-31 F1 · derivative.exercise_price: At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares of common stock, par value $.01 per share ("Common Stock"), in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments. F2 · derivative.exercise_price: If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date. F3 · derivative.exercise_price: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. F3 · date: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. Read SEC document |
| August 26, 2019 Filed Aug 26, 2019 16:50 UTC | EMPIRE RESORTS INC NYNY · Entity 153746 | PurchaseSeries F Convertible Preferred Stock · Derivative | 150 | $100,000.00 Strike: $20.00 | $15,000,000.00 |
DisclosureSEC source: 0001387131-19-006393 · kien-form4.xml · derivative · entry 1 Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner Lim Kok Thay · CIK 0001470308 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 890 Underlying: Common Stock · 750,000 shares Expires 2038-12-31 F1 · derivative.exercise_price: At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares of common stock, par value $.01 per share ("Common Stock"), in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments. F2 · derivative.exercise_price: If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date. F3 · derivative.exercise_price: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. F3 · date: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. Read SEC document |
| June 17, 2019 Filed Jun 18, 2019 16:33 UTC | EMPIRE RESORTS INC NYNY · Entity 153746 | PurchaseSeries F Convertible Preferred Stock · Derivative | 150 | $100,000.00 Strike: $20.00 | $15,000,000.00 |
DisclosureSEC source: 0000903423-19-000251 · kienhuat-f4_0105.xml · derivative · entry 1 Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner Lim Kok Thay · CIK 0001470308 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 740 Underlying: Common Stock · 750,000 shares Expires 2038-12-31 F1 · derivative.exercise_price: At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares of common stock, par value $.01 per share ("Common Stock"), in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments. F2 · derivative.exercise_price: If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date. F3 · derivative.exercise_price: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. F3 · date: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. Read SEC document |
| May 21, 2019 Filed May 23, 2019 16:55 UTC | EMPIRE RESORTS INC NYNY · Entity 153746 | PurchaseSeries F Convertible Preferred Stock · Derivative | 270 | $100,000.00 Strike: $20.00 | $27,000,000.00 |
DisclosureSEC source: 0000903423-19-000227 · kienhuat-f4_0105.xml · derivative · entry 1 Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner Lim Kok Thay · CIK 0001470308 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 590 Underlying: Common Stock · 1,350,000 shares Expires 2038-12-31 F1 · derivative.exercise_price: At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares of common stock, par value $.01 per share ("Common Stock"), in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments. F2 · derivative.exercise_price: If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date. F3 · derivative.exercise_price: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. F3 · date: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. Read SEC document |
| February 20, 2019 Filed Feb 21, 2019 16:29 UTC | EMPIRE RESORTS INC NYNY · Entity 153746 | PurchaseSeries F Convertible Preferred Stock · Derivative | 200 | $100,000.00 Strike: $20.00 | $20,000,000.00 |
DisclosureSEC source: 0000903423-19-000125 · kienhuat-f4_0105.xml · derivative · entry 1 Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner Lim Kok Thay · CIK 0001470308 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 320 Underlying: Common Stock · 1,000,000 shares Expires 2038-12-31 F1 · derivative.exercise_price: At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares of common stock, par value $.01 per share ("Common Stock"), in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments. F2 · derivative.exercise_price: If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date. F3 · derivative.exercise_price: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. F3 · date: Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. Read SEC document |
| November 13, 2018 Filed Nov 13, 2018 17:15 UTC | EMPIRE RESORTS INC NYNY · Entity 153746 | PurchaseSeries F Convertible Preferred Stock · Derivative | 120 | $100,000.00 Strike: $20.00 | $12,000,000.00 |
DisclosureSEC source: 0000903423-18-000607 · kienhuat-f4_0105.xml · derivative · entry 1 Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner Lim Kok Thay · CIK 0001470308 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 120 Underlying: Common Stock · 600,000 shares Expires 2038-12-31 F1 · derivative.exercise_price: At any time prior to December 31, 2038 (the "Maturity Date"), the Series F Preferred Stock (the "Preferred Stock") is convertible in whole or in part, at the option of the holder of the Preferred Stock, into shares (the "Conversion Shares") of Common Stock in such amount equal to $100,000 (the "Stated Value") divided by $20.00 (the "Conversion Price") multiplied by the number of shares of Preferred Stock being converted. The conversion price is subject to certain customary adjustments. (cont'd) F2 · derivative.exercise_price: If the holder of Preferred Stock has not given notice of conversion prior to the Maturity Date, each share of Preferred Stock that is outstanding on the Maturity Date shall automatically be converted into that number of shares of Common Stock determined by dividing the Stated Value by the 90-day volume-weighted average price for a share of Common Stock for the period ending the day immediately prior to the Maturity Date. (cont'd) F3 · derivative.exercise_price: The Preferred Stock cannot be converted to shares of Common Stock if, as a result of such conversion, a number of shares of common stock which, when aggregated with any shares of Common Stock previously issued upon conversion of the Preferred Stock, would exceed 19.99% of the Issuer's then-issued and outstanding Common Stock (the "Conversion Limitation"). Holders of the Preferred Stock may not vote shares of Preferred Stock to the extent shares of Common Stock issued upon conversion of that Preferred Stock would exceed Conversion Limitation (the "Voting Limitation"). F3 · date: The Preferred Stock cannot be converted to shares of Common Stock if, as a result of such conversion, a number of shares of common stock which, when aggregated with any shares of Common Stock previously issued upon conversion of the Preferred Stock, would exceed 19.99% of the Issuer's then-issued and outstanding Common Stock (the "Conversion Limitation"). Holders of the Preferred Stock may not vote shares of Preferred Stock to the extent shares of Common Stock issued upon conversion of that Preferred Stock would exceed Conversion Limitation (the "Voting Limitation"). F4 · date: Subject to the Voting Limitation, Kien Huat shall also be entitled to vote on all matters submitted to the vote of the holders of Common Stock on an as-converted basis and not as a separate class, except as required by law. The Voting Limitation and the Conversion Limitation will be removed from any existing shares of Preferred Stock and will not apply to any future shares of Preferred Stock following the receipt by the Issuer of stockholder approval. Read SEC document |
| January 24, 2018 Filed Jan 25, 2018 16:34 UTC | EMPIRE RESORTS INC NYNY · Entity 153746 | PurchaseCommon Stock | 1,666 | $15.00 | $24,990.00 |
DisclosureSEC source: 0000903423-18-000039 · kienhuat-f4_0105.xml · nonDerivative · entry 1 Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner Lim Kok Thay · CIK 0001470308 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 28,914,606 F1 · price: Under the terms of the Investment Agreement (the "Investment Agreement"), dated August 19, 2009, as amended on September 30, 2009 and December 31, 2015, by and between Empire Resorts, Inc. and Kien Huat Realty III Limited ("Kien Huat"), if any option or warrant outstanding as of the initial closing of the transactions contemplated by the Investment Agreement on August 19, 2009 (the "Initial Closing") or the subsequent closing on November 12, 2009 (the "Subsequent Closing") (or, in limited circumstances, if issued after the Subsequent Closing) is exercised after the Initial Closing, Kien Huat shall have the right (following notice of such exercise) to purchase an equal number of additional shares of Common Stock as are issued upon such exercise at the exercise price for the applicable option or warrant (such right, the "Option Matching Right"). F2 · price: On January 24, 2018, Kien Huat exercised its Option Matching Right to purchase the additional 1,666 shares of Common Stock reflected in this Form 4 following the issuance of such number of shares to a holder of options upon his exercise of options to purchase shares of Common Stock. F3 · ownership.direct: Kien Huat has direct beneficial ownership of the 28,914,606 shares reported in this Form 4 (the "Shares"). Lim Kok Thay ("Mr. Lim") controls Kien Huat through two trusts that directly and indirectly own all the shares of Kien Huat and, therefore, Mr. Lim has indirect beneficial ownership of such Shares. Mr. Lim has the power to remove and replace the trustees of such trusts in his sole discretion and is one of the beneficiaries of such trusts. Mr. Lim disclaims beneficial ownership of the Shares for purposes of Section 16 reporting except to the extent of his pecuniary interest. Read SEC document |
| December 28, 2017 Filed Jan 5, 2018 09:11 UTC | EMPIRE RESORTS INC NYNY · Entity 153746 | OtherCommon Stock | 1,379,873 | $26.21 | $36,166,471.33 |
DisclosureSEC source: 0000903423-18-000003 · kienhuat-f4_0105.xml · nonDerivative · entry 1 Kien Huat Realty III Ltd · CIK 0001470324 · 10% owner Lim Kok Thay · CIK 0001470308 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 28,912,940 F1 · price: Shares received upon conversion of $36 million note held by Kien Huat evidencing the amount due from Montreign Holding Company LLC to Kien Huat. F2 · ownership.direct: Kien Huat has direct beneficial ownership of the securities reported in this Form 4 (the "Shares"). Lim Kok Thay ("Mr. Lim") controls Kien Huat through two trusts that directly and indirectly own all the shares of Kien Huat and, therefore, Mr. Lim has indirect beneficial ownership of such Shares. Mr. Lim has the power to remove and replace the trustees of such trusts in his sole discretion and is one of the beneficiaries of such trusts. Mr. Lim disclaims beneficial ownership of the Shares for purposes of Section 16 reporting except to the extent of his pecuniary interest. Read SEC document |
Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.