| 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) 12/13/2021 | ||||||||||||||||||||||||||
| 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 | 12/13/2021 | S | 11,945 | D | $25.29(1) | 2,127,969 | I | By Lightstone Ventures, L.P.(2) | ||
| Common Stock | 12/13/2021 | S | 1,627 | D | $25.29(1) | 290,131 | I | By Lightstone Ventures (A), L.P.(3) | ||
| Common Stock | 12/13/2021 | S | 17,169 | D | $26.48(4) | 2,110,800 | I | By Lightstone Ventures, L.P.(2) | ||
| Common Stock | 12/13/2021 | S | 2,339 | D | $26.48(4) | 287,792 | I | By Lightstone Ventures (A), L.P.(3) | ||
| Common Stock | 12/13/2021 | S | 9,509 | D | $27.49(5) | 2,101,291 | I | By Lightstone Ventures, L.P.(2) | ||
| Common Stock | 12/13/2021 | S | 1,296 | D | $27.49(5) | 286,496 | I | By Lightstone Ventures (A), L.P.(3) | ||
| Common Stock | 12/13/2021 | S | 2,196 | D | $28.37(6) | 2,099,095 | I | By Lightstone Ventures, L.P.(2) | ||
| Common Stock | 12/13/2021 | S | 299 | D | $28.37(6) | 286,197 | I | By Lightstone Ventures (A), L.P.(3) | ||
| Common Stock | 12/13/2021 | S | 1,329 | D | $29.6(7) | 2,097,766 | I | By Lightstone Ventures, L.P.(2) | ||
| Common Stock | 12/13/2021 | S | 181 | D | $29.6(7) | 286,016 | I | By Lightstone Ventures (A), L.P.(3) | ||
| Common Stock | 12/13/2021 | S | 440 | D | $30.23(8) | 2,097,326 | I | By Lightstone Ventures, L.P.(2) | ||
| Common Stock | 12/13/2021 | S | 60 | D | $30.23(8) | 285,956 | I | By Lightstone Ventures (A), L.P.(3) | ||
| Common Stock | 2,023,469 | I | By Lightstone Ventures II, L.P.(9) | |||||||
| Common Stock | 120,212 | I | By Lightstone Ventures II (A), L.P.(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 | ||||||||
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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.01 to $26.00 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 2. Shares are held directly by Lightstone Ventures, L.P. ("LV LP"). LSV Associates, LLC (LSV Associates), is the general partner of LV LP and may be deemed to beneficially own the shares held by LV LP. Michael A. Carusi, Jean M. George and Henry A. Plain, Jr. are the managing directors of LSV Associates and may be deemed to share voting and investment power over the shares held by LV LP. Each of LSV Associates and Messrs. Carusi, George and Plain disclaims beneficial ownership of these shares except to the extent of its, his or her respective pecuniary interest therein. |
| 3. Shares are held directly by Lightstone Ventures (A), L.P. ("LV(A) LP"). LSV Associates is the general partner of LV(A) LP and may be deemed to beneficially own the shares held by LV(A) LP. Michael A. Carusi, Jean M. George and Henry A. Plain, Jr. are the managing directors of LSV Associates and may be deemed to share voting and investment power over the shares held by LV(A) LP. Each of LSV Associates and Messrs. Carusi, George and Plain disclaims beneficial ownership of these shares except to the extent of its, his or her respective pecuniary interest therein. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.01 to $26.99 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.00 to $27.95 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.01 to $28.97 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.00 to $29.95 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.11 to $30.29 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 9. Shares are held directly by Lightstone Ventures II, L.P. ("LV II LP"). LSV Associates II, LLC (LSV Associates II), is the general partner of LV II LP and may be deemed to beneficially own the shares held by LV II LP. Michael A. Carusi, Jean M. George, Jason W. Lettmann and Henry A. Plain, Jr. are the managing directors of LSV Associates II and may be deemed to share voting and investment power over the shares held by LV II LP. Each of LSV Associates II and Messrs. Carusi, George and Plain disclaims beneficial ownership of these shares except to the extent of its, his or her respective pecuniary interest therein. Mr. Lettmann is a director of the Issuer and files separate Section 16 reports. |
| 10. Shares are held directly by Lightstone Ventures II (A), L.P. ("LV II(A) LP"). LSV Associates II, is the general partner of LV II(A) LP and may be deemed to beneficially own the shares held by LV II(A) LP. Michael A. Carusi, Jean M. George, Jason W. Lettmann and Henry A. Plain, Jr. are the managing directors of LSV Associates II and may be deemed to share voting and investment power over the shares held by LV II(A) LP. Each of LSV Associates II and Messrs. Carusi, George and Plain disclaims beneficial ownership of these shares except to the extent of its, his or her respective pecuniary interest therein. Mr. Lettmann is a director of the Issuer and files separate Section 16 reports. |
| Remarks: |
| LSV Associates, LLC, By /s/ Travis Boettner, Attorney-in-Fact | 12/15/2021 | |
| Lightstone Ventures, L.P., By: LSV Associates, LLC, its general partner, By /s/ Travis Boettner, Attorney-in-Fact | 12/15/2021 | |
| Lightstone Ventures (A), L.P., By: LSV Associates, LLC, its general partner, By /s/ Travis Boettner, Attorney-in-Fact | 12/15/2021 | |
| LSV Associates II, LLC, By /s/ Travis Boettner, Attorney-in-Fact | 12/15/2021 | |
| Lightstone Ventures II, L.P., By: LSV Associates II, LLC, its general partner, By /s/ Travis Boettner, Attorney-in-Fact | 12/15/2021 | |
| Lightstone Ventures II (A), L.P., By: LSV Associates II, LLC, its general partner, By /s/ Travis Boettner, Attorney-in-Fact | 12/15/2021 | |
| Michael A. Carusi, By /s/ Travis Boettner, Attorney-in-Fact | 12/15/2021 | |
| Jean M. George, By /s/ Travis Boettner, Attorney-in-Fact | 12/15/2021 | |
| Henry A. Plain, Jr., By /s/ Travis Boettner, Attorney-in-Fact | 12/15/2021 | |
| ** 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. | ||
