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^*

Lettmann Jason

(Last)

(First)

(Middle)

C/O LSV CAPITAL MANAGEMENT, LLC

2884 SAND HILL ROAD, SUITE 121

(Street)

MENLO PARK

94025

(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)		Other (specify below)

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)

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	78,175	⁽¹⁾	D
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,633,743	⁽¹⁾	I	See footnote⁽²⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	222,752	⁽¹⁾	I	See footnote⁽³⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	683,523	⁽¹⁾	I	See footnote⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	39,758	⁽¹⁾	I	See footnote⁽⁵⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	59,998	⁽⁶⁾	I	See footnote⁽²⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	8,175	⁽⁶⁾	I	See footnote⁽³⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	150,801	⁽⁶⁾	I	See footnote⁽⁴⁾
Series B Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	11,110	⁽⁶⁾	I	See footnote⁽⁵⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	10,529	⁽⁷⁾	D
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	137,286	⁽⁷⁾	I	See footnote⁽²⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	18,705	⁽⁷⁾	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	664,660	⁽⁷⁾	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	38,660	⁽⁷⁾	I	See footnote⁽⁵⁾

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. The shares are held of record by shares held of record by Lightstone Ventures, LP (LV LP) for which LSV Associates, LLC (LSV Associates) is the General Partner. The reporting person shares voting and dispositive power with respect to the shares held of record by LV LP but disclaims beneficial ownership of such shares except to the extent of his individual pecuniary interest therein.

3. The shares are held of record by shares held of record by Lightstone Ventures (A), LP (LV(A) LP) for which LSV Associates is the General Partner. The reporting person shares voting and dispositive power with respect to the shares held of record by LV(A) LP but disclaims beneficial ownership of such shares except to the extent of his individual pecuniary interest therein.

4. The shares are held of record by Lightstone Ventures II, LP (LV II LP). As a managing director of LSV Associates II, LLC (LSV Associates II), the General Partner of LV II LP, the reporting person shares voting and dispositive power with respect to the shares held of record by LV II LP but disclaims beneficial ownership of such shares except to the extent of his individual pecuniary interest therein.

5. The shares are held of record by Lightstone Ventures II, LP (LV II(A) LP). As a managing director of LSV Associates II, the reporting person shares voting and dispositive power with respect to the shares held of record by LV II(A) LP but disclaims beneficial ownership of such shares except to the extent of his individual pecuniary interest therein.

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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Peter Garica, 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/ Jason Lettmann
                                                   -----------------------------
                                        Print Name: Jason Lettmann