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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. __)*
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ALX Oncology Holdings Inc.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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00166B105
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(CUSIP Number)
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October 3, 2023
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
___________________________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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Names of Reporting Persons.
Cormorant Global Healthcare Master Fund, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Cayman Islands
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole
Voting Power
0 shares
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6 Shared
Voting Power
2,630,000 shares
Refer to Item 4 below.
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7 Sole
Dispositive Power
0 shares
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8 Shared
Dispositive Power
2,630,000 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,630,000 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
5.28%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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1
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Names of Reporting Persons.
Cormorant Global Healthcare GP, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole
Voting Power
0 shares
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6 Shared
Voting Power
2,630,000 shares
Refer to Item 4 below.
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7 Sole
Dispositive Power
0 shares
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8 Shared
Dispositive Power
2,630,000 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,630,000 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
5.28%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
Cormorant Private Healthcare Fund II, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole
Voting Power
0 shares
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6 Shared
Voting Power
512,079 shares
Refer to Item 4 below.
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7 Sole
Dispositive Power
0 shares
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8 Shared
Dispositive Power
512,079 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
512,079 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
1.03%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN (Partnership)
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1
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Names of Reporting Persons.
Cormorant Global Healthcare GP II, LLC
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole
Voting Power
0 shares
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6 Shared
Voting Power
512,079 shares
Refer to Item 4 below.
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7 Sole
Dispositive Power
0 shares
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8 Shared
Dispositive Power
512,079 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
512,079 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
1.03%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
OO (Limited Liability Company)
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1
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Names of Reporting Persons.
Cormorant Asset Management, LP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Delaware
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole
Voting Power
0 shares
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6 Shared
Voting Power
3,142,079 shares
Refer to Item 4 below.
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7 Sole
Dispositive Power
0 shares
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8 Shared
Dispositive Power
3,142,079 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,142,079 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
6.31%
Refer to Item 4 below.
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1
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Names of Reporting Persons.
Bihua Chen
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [x]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
United States
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole
Voting Power
0 shares
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6 Shared
Voting Power
3,142,079 shares
Refer to Item 4 below.
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7 Sole
Dispositive Power
0 shares
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8 Shared
Dispositive Power
3,142,079 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,142,079 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
[ ] N/A
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11
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Percent of Class Represented by Amount in Row (9)*
6.31%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
IN (Individual)
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Item 1.
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(a)
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Name of Issuer
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ALX Oncology Holdings Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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323 Allerton Avenue, South San Francisco, California 94080
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Item 2.
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(a)
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Name of Person Filing
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Cormorant Global Healthcare Master Fund, LP Cormorant Global Healthcare GP, LLC Cormorant Private Healthcare Fund II, LP Cormorant Private Healthcare GP II, LLC
Cormorant Asset Management, LP Bihua Chen |
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(b)
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Address of Principal Business Office or, if none, Residence
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200 Clarendon Street, 52nd Floor
Boston, MA 02116
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(c)
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Citizenship
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Cormorant Global Healthcare Master Fund, LP - Cayman Islands
Cormorant Global Healthcare GP, LLC - Delaware Cormorant Private Healthcare Fund II, LP - Delaware Cormorant Private Healthcare GP II, LLC - Delaware Cormorant Asset Management, LP - Delaware Bihua Chen - United States |
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(d)
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Title of Class of Securities
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Common Stock
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(e)
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CUSIP Number
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00166B105
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| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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| Item 4. |
Ownership***
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
(a) Amount Beneficially Owned***
The information set forth in Row 9 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(a) for each such
Reporting Person.
(b) Percent of Class***
The information set forth in Row 11 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(b) for each such
Reporting Person.
(c) Number of shares as to which such person has: ***
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii) sole power to dispose or to direct the disposition of
(iv) shared power to dispose or to direct the disposition of
The information set forth in Rows 5 through 8 on the cover page for each Reporting Person is hereby incorporated by reference into this Item 4(c) for
each such Reporting Person.
*** Shares reported herein for Cormorant Asset Management, LP represent shares which are beneficially owned by
Cormorant Global Healthcare Master Fund, LP (the “Master Fund”) and Cormorant Private Healthcare Fund II, LP (“Fund II”), as reported herein. Cormorant Global Healthcare GP, LLC and Cormorant Private Healthcare GP II, LLC serve as the general partners
of the Master Fund and Fund II, respectively. Cormorant Asset Management, LP serves as the investment manager to the Master Fund and Fund II. Bihua Chen serves as the managing member of Cormorant Global Healthcare GP, LLC and Cormorant Private
Healthcare GP II, LLC and the general partner of Cormorant Asset Management, LP. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or her pecuniary interest therein.
The percentages reported herein with respect to the Reporting Persons’ holdings are calculated based upon: (i) a statement in the Issuer’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on August 10, 2023, that there were 41,151,819 shares of Common Stock of the Issuer outstanding as of August 3, 2023; (ii) a statement in a
prospectus supplement dated October 4, 2023, as filed by the Issuer with the Securities and Exchange Commission on October 6, 2023, relating to the offer by the Issuer of 8,663,793 shares of Common Stock (including shares issuable pursuant to an option
granted to the underwriters of such offering); and (iii) a statement in a press release of the Issuer, dated October 10, 2023, stating that all of such offered shares had been issued.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group
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Not applicable.
| Item 9. |
Notice of Dissolution of Group
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Not applicable.
| Item 10. |
Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits Exhibit
99.1 Joint Filing Agreement by and among the Reporting Persons.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is
true, complete and correct.
October 13, 2023
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CORMORANT GLOBAL HEALTHCARE MASTER
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FUND, LP
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By:
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Cormorant Global Healthcare GP, LLC
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its General Partner
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By:
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/s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT GLOBAL HEALTHCARE GP, LLC
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By:
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/s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT PRIVATE HEALTHCARE FUND II, LP
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By:
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Cormorant Private Healthcare GP II, LLC
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its General Partner
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By:
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/s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT GLOBAL HEALTHCARE GP II, LLC
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By:
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/s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT ASSET MANAGEMENT, LP
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By:
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Cormorant Asset Management GP, LLC
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its General Partner
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By:
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/s/ Bihua Chen
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Bihua Chen, Managing Member
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/s/ Bihua Chen
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Bihua Chen
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Exhibit 99.1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of October 13, 2023, is by and among Cormorant Global Healthcare Master Fund, LP,
Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare Fund II, LP, Cormorant Private Healthcare GP II, LLC Cormorant Asset Management, LP and Bihua Chen (collectively, the “Filers”).
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on
Schedule 13D and/or 13G with respect to Common Stock of ALX Oncology Holdings Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree
to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may
mutually agree.
Executed and delivered as of the date first above written.
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CORMORANT GLOBAL HEALTHCARE MASTER
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FUND, LP
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By:
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Cormorant Global Healthcare GP, LLC
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its General Partner
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By:
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/s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT GLOBAL HEALTHCARE GP, LLC
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By:
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/s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT PRIVATE HEALTHCARE FUND II, LP
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By:
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Cormorant Private Healthcare GP II, LLC
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its General Partner
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By:
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/s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT GLOBAL HEALTHCARE GP II, LLC
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By:
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/s/ Bihua Chen
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Bihua Chen, Managing Member
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CORMORANT ASSET MANAGEMENT, LP
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By:
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Cormorant Asset Management GP, LLC
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its General Partner
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By:
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/s/ Bihua Chen
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Bihua Chen, Managing Member
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/s/ Bihua Chen
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Bihua Chen
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