Sec Form 4 Filing - STARR INTERNATIONAL CO INC @ Celularity Inc - 2022-03-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person STARR INTERNATIONAL CO INC 2. Issuer Name and Ticker or Trading Symbol Celularity Inc [ CELU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 101 BAARERSTRASSE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2022 (Street) ZUG, V8CH-6300 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 03/01/2022 X 6,640,694 A $ 3.5 15,281,389 I See footnote( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant (Right to Buy) $ 3.5 03/01/2022 X 6,640,694 07/16/2021 ( 2 ) Class A Common Stock 6,640,694 $ 0 0 I See footnote( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STARR INTERNATIONAL CO INC 101 BAARERSTRASSE ZUG, V8CH-6300 X Starr International Investments Ltd. 19 PAR-LA-VILLE ROAD HAMILTON, D0HM11 X Signatures Starr International Company, Inc.; By: /s/ Stuart Osborne, President and Treasurer 03/15/2022 Signature of Reporting Person Date Starr International Investments Ltd.; By: /s/ Stuart Osborne, Controller and Vice President 03/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Issuer's securities are directly owned by Starr International Investments Ltd., a wholly-owned subsidiary of Starr International Company, Inc. By virtue of this relationship, Starr International Company, Inc. may be deemed to directly own such shares disclosed in this form. ( 2 )The first to occur of: (a) March 16, 2025 or (b) the consummation of a Change of Control (as defined in the applicable warrant agreement) following March 1, 2022.

Remarks: Exhibit List:Exhibit 99.1 Joint Filer Information and Signature

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