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^*

GOODMAN COREY S

(Last)

(First)

(Middle)

C/O VENBIO PARTNERS, LLC

1700 OWENS STREET, SUITE 595

(Street)

SAN FRANCISCO

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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Executive Chairman

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	151	I	See footnote⁽¹⁾
Common Stock	461,811	I	See footnote⁽²⁾

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	⁽³⁾	⁽³⁾	Common Stock	3,100,020	⁽³⁾	I	See footnote⁽¹⁾
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	2,398,588	⁽³⁾	I	See footnote⁽⁴⁾
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	78,175	⁽³⁾	I	See footnote⁽⁵⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	490,411	⁽⁶⁾	I	See footnote⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	15,794	⁽⁶⁾	I	See footnote⁽⁵⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	1,052,950	⁽⁷⁾	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	52,647	⁽⁷⁾	I	See footnote⁽⁸⁾

Explanation of Responses:

1. The shares are held of record by venBio Global Strategic Fund, L.P. venBio Global Strategic GP, L.P. is the general partner of venBio Global Strategic Fund, L.P. and venBio Global Strategic GP, Ltd. is the general partner of venBio Global Strategic GP, L.P. The reporting person, a director of venBio Global Strategic GP, Ltd., disclaims beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.

2. The shares are held of record by venBio SPV, LLC, which is wholly-owned by venBio Global Strategic Fund, L.P. The reporting person, a managing director of venBio SPV, LLC, disclaims beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.

3. 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.

4. The shares are held of record by venBio Global Strategic Fund II, L.P. venBio Global Strategic GP II, LP is the sole general partner of venBio Global Strategic Fund II, LP and venBio Global Strategic GP II, Ltd. is the sole general partner of venBio Global Strategic GP II, L.P. The reporting person, a director of venBio Global Strategic GP II, Ltd., disclaims beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.

5. The shares are held of record by the Goodman Barinaga Trust for which the reporting person serves as trustee.

6. 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.

7. 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.

8. The shares are held of record by Emaldi Corporation for which the reporting person serves as a director. The reporting person disclaims beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.

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 Jaume Pons, 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/ Corey Goodman
                                                   -----------------------------

                                        Print Name: Corey Goodman