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^*

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

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

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

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)

X	Form filed by One Reporting Person
	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		88,704	A	⁽¹⁾⁽²⁾	107,220⁽³⁾	D
Common Stock	07/21/2020		C		1,831,027	A	⁽¹⁾⁽²⁾⁽⁴⁾	2,268,087⁽⁵⁾	I	See footnote⁽⁶⁾
Common Stock	07/21/2020		C		249,632	A	⁽¹⁾⁽²⁾⁽⁴⁾	309,222⁽⁷⁾	I	See footnote⁽⁸⁾
Common Stock	07/21/2020		P		378,000	A	$19	378,000	I	See footnote⁽⁹⁾
Common Stock	07/21/2020		C		1,498,984	A	⁽¹⁾⁽²⁾⁽⁴⁾	2,023,469⁽¹⁰⁾	I	See footnote⁽⁹⁾
Common Stock	07/21/2020		P		22,000	A	$19	22,000	I	See footnote⁽¹¹⁾
Common Stock	07/21/2020		C		111,528	A	⁽¹⁾⁽²⁾⁽⁴⁾	120,212⁽¹²⁾	I	See footnote⁽¹¹⁾

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	⁽¹⁾	07/21/2020		C			78,175	⁽¹⁾	⁽¹⁾	Common Stock	78,175	⁽¹⁾	0	D
Series A Convertible Preferred Stock	⁽¹⁾	07/21/2020		C			1,633,743	⁽¹⁾	⁽¹⁾	Common Stock	1,633,743	⁽¹⁾	0	I	See footnote⁽⁶⁾
Series A Convertible Preferred Stock	⁽¹⁾	07/21/2020		C			222,752	⁽¹⁾	⁽¹⁾	Common Stock	222,752	⁽¹⁾	0	I	See footnote⁽⁸⁾
Series A Convertible Preferred Stock	⁽¹⁾	07/21/2020		C			683,523	⁽¹⁾	⁽¹⁾	Common Stock	683,523	⁽¹⁾	0	I	See footnote⁽⁹⁾
Series A Convertible Preferred Stock	⁽¹⁾	07/21/2020		C			39,758	⁽¹⁾	⁽¹⁾	Common Stock	39,758	⁽¹⁾	0	I	See footnote⁽¹¹⁾
Series B Convertible Preferred Stock	⁽⁴⁾	07/21/2020		C			59,998	⁽⁴⁾	⁽⁴⁾	Common Stock	59,998	⁽⁴⁾	0	I	See footnote⁽⁶⁾
Series B Convertible Preferred Stock	⁽⁴⁾	07/21/2020		C			8,175	⁽⁴⁾	⁽⁴⁾	Common Stock	8,175	⁽⁴⁾	0	I	See footnote⁽⁸⁾
Series B Convertible Preferred Stock	⁽⁴⁾	07/21/2020		C			150,801	⁽⁴⁾	⁽⁴⁾	Common Stock	150,801	⁽⁴⁾	0	I	See footnote⁽⁹⁾
Series B Convertible Preferred Stock	⁽⁴⁾	07/21/2020		C			11,110	⁽⁴⁾	⁽⁴⁾	Common Stock	11,110	⁽⁴⁾	0	I	See footnote⁽¹¹⁾
Series C Convertible Preferred Stock	⁽²⁾	07/21/2020		C			10,529	⁽²⁾	⁽²⁾	Common Stock	10,529	⁽²⁾	0	D
Series C Convertible Preferred Stock	⁽²⁾	07/21/2020		C			137,286	⁽²⁾	⁽²⁾	Common Stock	137,286	⁽²⁾	0	I	See footnote⁽⁶⁾
Series C Convertible Preferred Stock	⁽²⁾	07/21/2020		C			18,705	⁽²⁾	⁽²⁾	Common Stock	18,705	⁽²⁾	0	I	See footnote⁽⁸⁾
Series C Convertible Preferred Stock	⁽²⁾	07/21/2020		C			664,660	⁽²⁾	⁽²⁾	Common Stock	664,660	⁽²⁾	0	I	See footnote⁽⁹⁾
Series C Convertible Preferred Stock	⁽²⁾	07/21/2020		C			38,660	⁽²⁾	⁽²⁾	Common Stock	38,660	⁽²⁾	0	I	See footnote⁽¹¹⁾

Explanation of Responses:

1. 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.

2. 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.

3. Includes 18,516 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 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.

5. Includes 437,060 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 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.

7. Includes 59,590 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020.

8. 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.

9. 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.

10. Includes 146,485 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020.

11. The shares are held of record by Lightstone Ventures II(A), 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.

12. Includes 8,684 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020.

Remarks:

	/s/ Peter Garcia, by power of attorney	07/21/2020
	** Signature of Reporting Person	Date
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