SEC Filing – ALX Oncology

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Pons Jaume

(Last)

(First)

(Middle)

C/O ALX ONCOLOGY HOLDINGS INC.

866 MALCOLM ROAD, SUITE 100

(Street)

BURLINGAME

94010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/16/2020

3. Issuer Name and Ticker or Trading Symbol
ALX ONCOLOGY HOLDINGS INC [ ALXO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

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)
Common Stock	509,072	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	20,225	⁽¹⁾	D
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,803	⁽²⁾	D
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	5,264	⁽³⁾	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/30/2027	Common Stock	262,179	0.99	D
Employee Stock Option (right to buy)	⁽⁵⁾	09/12/2029	Common Stock	105,719	1.91	D
Employee Stock Option (right to buy)	⁽⁶⁾	03/09/2030	Common Stock	552,533	4.08	D
Employee Stock Option (right to buy)	⁽⁷⁾	04/27/2030	Common Stock	198,310	4.81	D

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

2. Each share of Series B Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

3. Each share of Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date.

4. Shares subject to the option vest in 48 equal monthly installments beginning on May 1, 2017.

5. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on June 16, 2019.

6. The option is subject to an early exercise provision and is immediately exercisable. Shares subject to the option vest in 48 equal monthly installments beginning on April 9, 2020.

7. Shares subject to the option vest in 48 equal monthly installments beginning on May 27, 2020.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Peter Garcia, by power of attorney	07/16/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                      Exhibit 24

                               POWER OF ATTORNEY

        The undersigned, as a Section 16 reporting person of ALX Oncology
Holdings Inc. (the "Company"), hereby constitutes and appoints Peter Garcia
and Steffen Pietzke, and each of them, as the undersigned's true and lawful
attorney-in-fact to:

        1.    complete and execute Forms 3, 4 and 5 and other forms and all
              amendments thereto as such attorney-in-fact shall in his
              discretion determine to be required or advisable pursuant to
              Section 16 of the Securities Exchange Act of 1934 (as amended) and
              the rules and regulations promulgated thereunder, or any successor
              laws and regulations, as a consequence of the undersigned's
              ownership, acquisition or disposition of securities of the
              Company; and

        2.    do all acts necessary in order to file such forms with the SEC,
              any securities exchange or national association, the Company and
              such other person or agency as the attorneys-in-fact shall deem
              appropriate.

        The undersigned hereby ratifies and confirms all that said attorneys-in-
fact and agents shall do or cause to be done by virtue hereof.  The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934 (as amended).

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 25th day of June, 2020.


                                        Signature: /s/ Jaume Pons
                                                   -----------------------------
                                        Print Name: Jaume Pons