United Therapeutics Amends Celularity Stake Disclosure

TL;DR

**United Therapeutics updated its Celularity stake, signaling a potential shift in investor sentiment.**

AI Summary

United Therapeutics Corp. filed an amended Schedule 13G/A on February 8, 2024, indicating a change in their beneficial ownership of Celularity Inc. common stock as of December 31, 2023. This filing, Amendment No. 2, updates previous disclosures regarding their stake in Celularity, a pharmaceutical preparations company. This matters to investors because it provides transparency into significant shareholder activity, potentially signaling a shift in a major investor's confidence or strategy regarding Celularity Inc.

Why It Matters

This filing updates the public on a significant investor's position, which can influence market perception and potentially impact Celularity's stock price.

Risk Assessment

Risk Level: low — This is a routine amendment to a beneficial ownership filing, providing updated information rather than indicating a new, immediate risk.

Analyst Insight

An investor should monitor subsequent filings from United Therapeutics Corp. to understand the full scope of their ownership changes in Celularity Inc. and assess any potential impact on Celularity's stock performance.

Key Players & Entities

• United Therapeutics Corp. (company) — the entity filing the SC 13G/A
• Celularity Inc. (company) — the subject company whose securities are being reported
• December 31, 2023 (date) — the date of the event requiring the filing
• Amendment No. 2 (number) — the specific amendment number of the filing

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securiti

Filing Documents

• tm245374d1_sc13ga.htm (SC 13G/A) — 53KB
• 0001104659-24-011807.txt ( ) — 54KB

From the Filing

SC 13G/A 1 tm245374d1_sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2 ) Celularity Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 151190 105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes). Page 2 of 7 CUSIP No. 151190 105 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) United Therapeutics Corporation 52-1984749 2. Check the Appropriate Box if a Member of a Group ( See Instructions) (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting Power 7,968,848 7. Sole Dispositive Power 0 8. Shared Dispositive Power 7,968,848 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,968,848 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ( See Instructions) 11. Percent of Class Represented by Amount in Row (9) 4.11%* * Percentage ownership is based upon 193,781,641 shares of Class A Common Stock outstanding as of December 31, 2023, according to the Quarterly Report on Form 10-Q filed by Celularity, Inc. on January 3, 2024. 12. Type of Reporting Person ( See Instructions) CO Page 3 of 7 CUSIP No. 151190 105 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Lung Biotechnology PBC 52-2225205 2. Check the Appropriate Box if a Member of a Group ( See Instructions) (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting Power 7,968,848 7. Sole Dispositive Power 0 8. Shared Dispositive Power 7,968,848 9. Aggregate Amount Beneficially Owned by Each Reporting Person 7,968,848 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares ( See Instructions) 11. Percent of Class Represented by Amount in Row (9) 4.11%* * Percentage ownership is based upon 193,781,641 shares of Class A Common Stock outstanding as of December 31, 2023, according to the Quarterly Report on Form 10-Q filed by Celularity, Inc. on January 3, 2024. 12. Type of Reporting Person ( See Instructions) CO Page 4 of 7 Item 1. (a) Name of Issuer: Celularity Inc. (b) Address of Issuer’s Principal Executive Offices: 170 Park Avenue Florham Park, NJ 07932 Item 2. (a) Name of Persons Filing: United Therapeutics Corporation Lung Biotechnology PBC (b) Address of Principal Business Office or, if none, Residence: 1000 Spring Street Silver Spring, MD 20910 (c) Citizenship: United Therapeutics Corporation is a Delaware public benefit corporation and Lung Biotechnology is a Delaware public benefit corporation (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 151190 105 Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); (e) An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is e