FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Pecora Andrew L 2. Date of Event Requiring Statement (MM/DD/YYYY)
9/15/2021 

3. Issuer Name and Ticker or Trading Symbol Celularity Inc [CELU]
(Last)       (First)       (Middle)
C/O CELULARITY INC., 170 PARK AVENUE
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
President /
(Street)
FLORHAM PARK, NJ 07932      
(City)             (State)             (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (1) 6/2/2027  Class A Common Stock  384297  $0.28 (2) D   
Stock Option (Right to Buy)   (1) 5/7/2030  Class A Common Stock  153718  $3.70 (2) D   
Stock Option (Right to Buy)   (1) 3/24/2031  Class A Common Stock  269007  $3.83 (2) D   
Stock Option (Right to Buy)   (1) 4/6/2031  Class A Common Stock  153718  $10.21 (2) D   
Stock Option (Right to Buy)   (3) 9/9/2031  Class A Common Stock  153718  $10.23  D   

Explanation of Responses:
(1)  As of September 15, 2021, 100% of the shares subject to the stock option are fully vested and exercisable.
(2)  Pursuant to the Merger Agreement and Plan of Merger and Reorganization, dated January 8, 2021 (the "Business Combination Agreement"), by and among the Issuer, Alpha First Merger Sub Corp., Celularity LLC and Celularity Operations, Inc. ("Legacy Celularity"), each security to purchase shares of Legacy Celularity common stock issued and outstanding immediately prior to the effective time of the transactions contemplated by the Business Combination Agreement was automatically converted into a security to purchase a number of shares of the Issuer's common stock based on a 1-to-0.768594024295126 conversion ratio. Upon consummation of the business combination, the Issuer changed its name to "Celularity Inc."
(3)  This option shall vest and become exercisable as follows: 50% is fully-vested as of the grant date; 50% is subject to time-based vesting over a four-year period from the July 16 2021 closing of the business combination, with 25% of this tranche vesting on the one-year anniversary of the closing (July 16, 2022), and the remainder vesting monthly thereafter so that vested in full on the four-year anniversary of the business combination closing date, and subject to the Reporting Person's continuous service on each vesting date.

Remarks:
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Pecora Andrew L
C/O CELULARITY INC.
170 PARK AVENUE
FLORHAM PARK, NJ 07932


President

Signatures
/s/ Keary Dunn, Attorney-in-Fact 9/17/2021
**Signature of Reporting Person Date
GX Acquisition (NASDAQ:GXGX)
Historical Stock Chart
From Nov 2021 to Dec 2021 Click Here for more GX Acquisition Charts.
GX Acquisition (NASDAQ:GXGX)
Historical Stock Chart
From Dec 2020 to Dec 2021 Click Here for more GX Acquisition Charts.