SEC Filing – ALX Oncology

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SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Adelman Robert J

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

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

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

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/21/2020		C		78,175	A	⁽⁴⁾	96,406⁽¹⁰⁾	D⁽⁷⁾
Common Stock	07/21/2020		C		3,100,020	A	⁽⁴⁾	3,969,789⁽³⁾	I	See footnote⁽¹⁾
Common Stock	07/21/2020		C		3,941,949	A	⁽⁴⁾⁽⁸⁾⁽⁹⁾	4,418,325⁽⁵⁾	I	See footnote⁽⁶⁾
Common Stock	07/21/2020		P		850,000	A	$19	5,268,325	I	See footnote⁽⁶⁾
Common Stock	07/21/2020		P		3,000	A	$19	99,406	D⁽⁷⁾
Common Stock								461,811	I	See footnotes⁽¹⁾⁽²⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽⁴⁾	07/21/2020		C			78,175	⁽⁴⁾	⁽⁴⁾	Common Stock	78,175	⁽⁴⁾	0	D⁽⁷⁾
Series A Convertible Preferred Stock	⁽⁴⁾	07/21/2020		C			3,100,020	⁽⁴⁾	⁽⁴⁾	Common Stock	3,100,020	⁽⁴⁾	0	I	See footnote⁽¹⁾
Series A Convertible Preferred Stock	⁽⁴⁾	07/21/2020		C			2,398,588	⁽⁴⁾	⁽⁴⁾	Common Stock	2,398,588	⁽⁴⁾	0	I	See footnote⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁸⁾	07/21/2020		C			490,411	⁽⁸⁾	⁽⁸⁾	Common Stock	490,411	⁽⁸⁾	0	I	See footnote⁽⁶⁾
Series C Convertible Preferred Stock	⁽⁹⁾	07/16/2020		C			1,052,950	⁽⁹⁾	⁽⁹⁾	Common Stock	1,052,950	⁽⁹⁾	0	I	See footnote⁽⁶⁾

1. Name and Address of Reporting Person^*

Adelman Robert J

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

venBio Global Strategic Fund, L.P.

(Last)

(First)

(Middle)

1700 OWENS STREET, SUITE 595

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

venBio Global Strategic GP, Ltd.

(Last)

(First)

(Middle)

1700 OWENS STREET, SUITE 595

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

venBio Global Strategic Fund II L.P.

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

venBio Global Strategic GP, L.P.

(Last)

(First)

(Middle)

1700 OWENS STREET, SUITE 595

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

venBio Global Strategic GP II, L.P.

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

venBio Global Strategic GP II, Ltd.

(Last)

(First)

(Middle)

1700 OWENS STREET

SUITE 595

(Street)

SAN FRANCISCO

94158

(City)

(State)

(Zip)

Explanation of Responses:

1. The shares are held 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. Robert Adelman is a director of venBio Global Strategic GP, Ltd. Each of venBio Global Strategic GP, L.P., venBio Global Strategic GP, Ltd. and Mr. Adelman disclaims beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein.

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

3. Includes 869,618 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020.

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

5. Includes 476,376 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020.

6. The shares are held 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. Robert Adelman is a director of venBio Global Strategic GP II, Ltd. Each of venBio Global Strategic GP II, LP, venBio Global Strategic GP II, Ltd, and Mr. Adelman disclaims beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein.

7. The shares are held by Robert Adelman directly.

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

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

10. Includes 18,231 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020.

	venBio Global Strategic Fund, L.P., by: venBio Global Strategic GP, L.P., its general partner, by: venBio Global Strategic GP, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact	07/21/2020
	venBio Global Strategic GP, L.P., by: venBio Global Strategic GP, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact	07/21/2020
	venBio Global Strategic GP, Ltd., by: /s/ David Pezeshki, as attorney-in-fact	07/21/2020
	venBio Global Strategic Fund II, L.P., by: venBio Global Strategic GP II, L.P., its general partner, by: venBio Global Strategic GP II, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact	07/21/2020
	venBio Global Strategic GP II, L.P., by: venBio Global Strategic GP II, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact	07/21/2020
	venBio Global Strategic GP II, Ltd., by: /s/ David Pezeshki, as attorney-in-fact	07/21/2020
	Robert Adelman, by: /s/ David Pezeshki, as attorney-in-fact	07/21/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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