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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ALX ONCOLOGY HOLDINGS INC [ ALXO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/21/2020 | C | 1,831,027 | A | (1)(2)(3) | 2,268,087(4) | I | See footnote(5) | ||
| Common Stock | 07/21/2020 | C | 249,632 | A | (1)(2)(3) | 309,222(6) | I | See footnote(7) | ||
| Common Stock | 07/21/2020 | P | 378,000 | A | $19 | 378,000 | I | See footnote(8) | ||
| Common Stock | 07/21/2020 | C | 1,498,984 | A | (1)(2)(3) | 2,023,469(9) | I | See footnote(8) | ||
| Common Stock | 07/21/2020 | P | 22,000 | A | $19 | 22,000 | I | See footnote(10) | ||
| Common Stock | 07/21/2020 | C | 111,528 | A | (1)(2)(3) | 120,212(11) | I | See footnote(10) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 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(5) | |||
| Series A Convertible Preferred Stock | (1) | 07/21/2020 | C | 222,752 | (1) | (1) | Common Stock | 222,752 | (1) | 0 | I | See footnote(7) | |||
| Series A Convertible Preferred Stock | (1) | 07/21/2020 | C | 683,523 | (1) | (1) | Common Stock | 683,523 | (1) | 0 | I | See footnote(8) | |||
| Series A Convertible Preferred Stock | (1) | 07/21/2020 | C | 39,758 | (1) | (1) | Common Stock | 39,758 | (1) | 0 | I | See footnote(10) | |||
| Series B Convertible Preferred Stock | (2) | 07/21/2020 | C | 59,998 | (2) | (2) | Common Stock | 59,998 | (2) | 0 | I | See footnote(5) | |||
| Series B Convertible Preferred Stock | (2) | 07/21/2020 | C | 8,175 | (2) | (2) | Common Stock | 8,175 | (2) | 0 | I | See footnote(7) | |||
| Series B Convertible Preferred Stock | (2) | 07/21/2020 | C | 150,801 | (2) | (2) | Common Stock | 150,801 | (2) | 0 | I | See footnote(8) | |||
| Series B Convertible Preferred Stock | (2) | 07/21/2020 | C | 11,110 | (2) | (2) | Common Stock | 11,110 | (2) | 0 | I | See footnote(10) | |||
| Series C Convertible Preferred Stock | (3) | 07/21/2020 | C | 137,286 | (3) | (3) | Common Stock | 137,286 | (3) | 0 | I | See footnote(5) | |||
| Series C Convertible Preferred Stock | (3) | 07/21/2020 | C | 18,705 | (3) | (3) | Common Stock | 18,705 | (3) | 0 | I | See footnote(7) | |||
| Series C Convertible Preferred Stock | (3) | 07/21/2020 | C | 664,660 | (3) | (3) | Common Stock | 664,660 | (3) | 0 | I | See footnote(8) | |||
| Series C Convertible Preferred Stock | (3) | 07/21/2020 | C | 38,660 | (3) | (3) | Common Stock | 38,660 | (3) | 0 | I | See footnote(10) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 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. |
| 3. 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 |
| 4. Includes 437,060 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020. |
| 5. 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. |
| 6. Includes 59,590 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020. |
| 7. 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. |
| 8. 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. |
| 9. Includes 146,485 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020. |
| 10. 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. |
| 11. 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/ Travis Boettner, by power of attorney for LSV Associates, LLC, the General Partner of Lightstone Ventures, L.P. | 07/21/2020 | |
| /s/ Travis Boettner, by power of attorney for LSV Associates, LLC, the General Partner of Lightstone Ventures(A), L.P. | 07/21/2020 | |
| /s/ Travis Boettner, by power of attorney for LSV Associates, LLC | 07/21/2020 | |
| /s/ Travis Boettner, by power of attorney for LSV Associates II, LLC, the General Partner of Lightstone Ventures II, L.P. | 07/21/2020 | |
| /s/ Travis Boettner, by power of attorney for LSV Associates II, LLC, the General Partner of Lightstone Ventures II(A), L.P. | 07/21/2020 | |
| /s/ Travis Boettner, by power of attorney for LSV Associates II, LLC | 07/21/2020 | |
| /s/ Travis Boettner, by power of attorney for Michael A. Carusi | 07/21/2020 | |
| /s/ Travis Boettner, by power of attorney for Jean M. George | 07/21/2020 | |
| /s/ Travis Boettner, by power of attorney for Henry A. Plain, Jr. | 07/21/2020 | |
| ** 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 4 (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. | ||