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^*

LSV Associates, LLC

(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)

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)

	Form filed by One Reporting Person
X	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	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	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⁾

1. Name and Address of Reporting Person^*

LSV Associates, LLC

(Last)

(First)

(Middle)

C/O LSV CAPITAL MANAGEMENT, LLC

2884 SAND HILL ROAD, SUITE 121

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightstone Ventures, L.P.

(Last)

(First)

(Middle)

C/O LSV CAPITAL MANAGEMENT, LLC

2884 SAND HILL ROAD, SUITE 121

(Street)

MENLO PARK

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightstone Ventures (A), L.P.

(Last)

(First)

(Middle)

C/O LSV CAPITAL MANAGEMENT, LLC

2884 SAND HILL ROAD, SUITE 121

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightstone Ventures II, L.P.

(Last)

(First)

(Middle)

C/O LSV CAPITAL MANAGEMENT, LLC

2884 SAND HILL ROAD, SUITE 121

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Lightstone Ventures II (A), L.P.

(Last)

(First)

(Middle)

C/O LSV CAPITAL MANAGEMENT, LLC

2884 SAND HILL ROAD, SUITE 121

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LSV Associates II, LLC

(Last)

(First)

(Middle)

C/O LSV CAPITAL MANAGEMENT, LLC

2884 SAND HILL ROAD, SUITE 121

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Carusi Michael A

(Last)

(First)

(Middle)

C/O LSV CAPITAL MANAGEMENT, LLC

2884 SAND HILL ROAD, SUITE 121

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

George Jean

(Last)

(First)

(Middle)

C/O LSV CAPITAL MANAGEMENT, LLC

2884 SAND HILL ROAD, SUITE 121

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Series A Convertible Preferred Stock shall automatically convert into Class A 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 Lightstone Ventures, LP (LV LP). LSV Associates, LLC (LSV Associates), the General Partner of LV LP, and Michael A. Carusi, Jean M. George and Henry A. Plain, Jr., the individual managing directors of LSV Associates, share voting and dispositive power with respect to the shares held of record by LV LP, but each disclaims beneficial ownership of such shares except to the extent of his, her or its individual pecuniary interest therein.

3. The shares are held of record by Lightstone Ventures (A), LP (LV(A) LP). LSV Associates, the General Partner of LV(A) LP, and Mr. Carusi, Ms. George and Mr. Plain, the individual managing directors of LSV Associates, share voting and dispositive power with respect to the shares held of record by LV(A) LP, but each disclaims beneficial ownership of such shares except to the extent of his, her or its individual pecuniary interest therein.

4. The shares are held of record by Lightstone Ventures II, LP (LV II LP). LSV Associates II, LLC (LSV Associates II), the General Partner of LV II LP, and Mr. Carusi, Ms. George, Mr. Plain and Jason W. Lettmann, as the individual managing directors of LSV Associates II, share voting and dispositive power with respect to the shares held of record by LV II LP, but each disclaims beneficial ownership of such shares except to the extent of his, her or its individual pecuniary interest therein. Mr. Lettmann is a director of the Issuer and files separate Section 16 reports.

5. The shares are held of record by Lightstone Ventures II, LP (LV II(A) LP). LSV Associates II, LLC (LSV Associates II), the General Partner of LV(A) II LP, and Mr. Carusi, Ms. George, Mr. Plain and Mr. Lettmann, as the individual managing directors of LSV Associates II, share voting and dispositive power with respect to the shares held of record by LV II(A) LP, but each disclaims beneficial ownership of such shares except to the extent of his, her or its individual pecuniary interest therein. Mr. Lettmann is a director of the Issuer and files separate Section 16 reports.

6. Each share of Series B Convertible Preferred Stock shall automatically convert into Class A 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 Class A 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/ Travis Boettner, by power of attorney for LSV Associates, LLC, the General Partner of Lightstone Ventures, L.P.	07/16/2020
	/s/ Travis Boettner, by power of attorney for LSV Associates, LLC, the General Partner of Lightstone Ventures(A), L.P.	07/16/2020
	/s/ Travis Boettner, by power of attorney for LSV Associates, LLC	07/16/2020
	/s/ Travis Boettner, by power of attorney for LSV Associates II, LLC, the General Partner of Lightstone Ventures II, L.P.	07/16/2020
	/s/ Travis Boettner, by power of attorney for LSV Associates II, LLC, the General Partner of Lightstone Ventures II(A), L.P.	07/16/2020
	/s/ Travis Boettner, by power of attorney for LSV Associates II, LLC	07/16/2020
	/s/ Travis Boettner, by power of attorney for Michael A. Carusi	07/16/2020
	/s/ Travis Boettner, by power of attorney for Jean M. George	07/16/2020
	/s/ Travis Boettner, by power of attorney for Henry A. Plain, Jr.	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

     KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Travis Boettner, the undersigned's true and lawful attorney-in-fact and
agent to:

     (i) prepare, execute and file, for and on behalf of the undersigned, any
     and all documents and filings that are required or advisable to be made
     with the United States Securities and Exchange Commission, any stock
     exchange or similar authority, under the Securities Exchange Act of 1934,
     as amended (the "Exchange Act"), and the rules and regulations promulgated
     thereunder, including without limitation (a) any Joint Filing Agreement
     under Rule 13d-1(k) of the Exchange Act (or any successor provision
     thereunder), Schedule 13D and Schedule 13G (or any successor schedules or
     forms adopted under the Exchange Act) and any amendments thereto in
     accordance with Section 13 of the Exchange Act and the rules thereunder,
     and (b) Forms 3, 4 and 5 and any amendments thereto in accordance with
     Section 16(a) of the Exchange Act and the rules thereunder; and

     (i) take any other action of any nature whatsoever in connection with the
     foregoing which, in the opinion of such attorney-in-fact, may be of
     benefit, in the best interest of, or legally required by, the undersigned,
     it being understood that the documents executed by such attorney-in-fact
     on behalf of the undersigned pursuant to this Power of Attorney shall be in
     such form and shall contain such terms and conditions as such
     attorney-in-fact may approve in such attorney-in-fact's discretion.

     The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming any
of the undersigned's responsibilities to comply with the Exchange Act, including
without limitation Sections 13 and 16 of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file any form
or document with respect to the undersigned's holdings of and transactions in
securities issued by a company, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorney-in-fact or (c) until such attorney-
in-fact's resignation or the termination of such attorney-in-fact's position as
Chief Financial Officer of LSV Capital Management, LLC.

     IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney to be
executed as of July 16, 2020.

Lightstone Ventures, L.P.                    Lightstone Ventures II, L.P.

By:  LSV Associates, LLC                     By:  LSV Associates II, LLC
Its: General Partner                         Its: General Partner


By:  /s/ Michael A. Carusi                   By:  /s/ Michael A. Carusi
     ---------------------                        ---------------------
Name:  Michael A. Carusi                     Name:  Michael A. Carusi
Title: Managing Director                     Title: Managing Director


Lightstone Ventures (A), L.P.                Lightstone Ventures II (A), L.P.

By:  LSV Associates, LLC                     By:    LSV Associates II, LLC
Its: General Partner                         Its:   General Partner


By:  /s/ Michael A. Carusi                   By:  /s/ Michael A. Carusi
     ---------------------                        ---------------------
Name:  Michael A. Carusi                     Name:  Michael A. Carusi
Title: Managing Director                     Title: Managing Director


LSV Associates, LLC                          LSV Associates II, LLC


By:  /s/ Michael A. Carusi                   By:  /s/ Michael A. Carusi
     ---------------------                        ---------------------
Name:  Michael A. Carusi                     Name:  Michael A. Carusi
Title: Managing Director                     Title: Managing Director


By:  /s/ Michael A. Carusi                   By :  /s/ Jean M. George
     ---------------------                         ------------------
Name:  Michael A. Carusi                     Name:  Jean M. George


By:  /s/ Henry A. Plain, Jr.
     -----------------------
Name:  Henry A. Plain, Jr.