UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
Allogene Therapeutics, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.001 per share |
| (Title of Class of Securities) |
| 019770106 |
| (CUSIP Number) |
Adam Fliss TPG Global, LLC 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 (817) 871-4000 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| October 15, 2018 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 11 Pages)
______________________
* 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 disclosures provided in a prior cover page.
The information required on 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 theNotes).
| CUSIP No.019770106 | SCHEDULE 13D | Page 2 of 11 Pages | ||
| 1 | NAMES OF REPORTING PERSONS TPG Group Holdings (SBS) Advisors, Inc. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (b)o | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (see instructions) OO (See Item 3) | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |
| NUMBER OF SHARES | 7 | SOLE VOTING POWER - 0 - |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 23,135,061 (See Items 3, 4 and 5) |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER - 0 - |
| WITH | 10 | SHARED DISPOSITIVE POWER 23,135,061 (See Items 3, 4 and 5) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,135,061 (See Items 3, 4 and 5) | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.6% (See Item 5)* | |
| 14 | TYPE OF REPORTING PERSON CO | |
| * | Thecalculationassumesthat there is atotal of 117,926,841sharesof Common Stock (as definedbelow) outstanding asoftheclosing oftheOffering (as definedbelow)onOctober 15,2018,as reported intheIssuer’s(as definedbelow)prospectus filedwith theSecurities andExchangeCommission (the “Commission”)onOctober 11,2018. |
CUSIP No.019770106 | SCHEDULE 13D | Page 3 of 11 Pages |
| 1 | NAMES OF REPORTING PERSONS David Bonderman | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)o (b)o | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (see instructions) OO (See Item 3) | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
| NUMBER OF SHARES | 7 | SOLE VOTING POWER - 0 - | |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 23,135,061 (See Items 3, 4 and 5) | |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER - 0 - | |
| WITH | 10 | SHARED DISPOSITIVE POWER 23,135,061 (See Items 3, 4 and 5) | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,135,061 (See Items 3, 4 and 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.6% (See Item 5)* | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
| * | Thecalculationassumesthatthere is atotal of 117,926,841sharesofCommon Stockoutstandingasoftheclosing oftheOfferingonOctober 15,2018, as reported intheIssuer’s prospectus filedwith the CommissiononOctober 11,2018. |
| CUSIP No.019770106 | SCHEDULE 13D | Page 4 of 11 Pages |
.
| 1 | NAMES OF REPORTING PERSONS James G. Coulter | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)o (b)o | ||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (see instructions) OO (See Item 3) | ||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | ||
| NUMBER OF SHARES | 7 | SOLE VOTING POWER - 0 - | |
| BENEFICIALLY OWNED BY | 8 | SHARED VOTING POWER 23,135,061 (See Items 3, 4 and 5) | |
| EACH REPORTING PERSON | 9 | SOLE DISPOSITIVE POWER - 0 - | |
| WITH | 10 | SHARED DISPOSITIVE POWER 23,135,061 (See Items 3, 4 and 5) | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,135,061 (See Items 3, 4 and 5) | ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐ | ||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.6% (See Item 5)* | ||
| 14 | TYPE OF REPORTING PERSON IN | ||
| * | Thecalculationassumesthatthere is atotal of 117,926,841sharesofCommon Stockoutstandingasoftheclosing oftheOfferingonOctober 15,2018, as reported intheIssuer’s prospectus filedwith the CommissiononOctober 11,2018. |
Item 1.Security and Issuer.
This Schedule 13D (the “Schedule 13D”) relates to the Common Stock, par value $0.001 per share (“Common Stock”), of Allogene Therapeutics, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 201 East Grand Avenue, South San Francisco, California 94080.
Item 2.Identity and Background.
This Schedule 13D is being filed jointly on behalf of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation (“Group Advisors”), David Bonderman and James G. Coulter (each a “Reporting Person” and collectively, the “Reporting Persons”). The business address of each Reporting Person is c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings IA, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of each of (i) TPG GenPar VII Advisors, LLC, a Delaware limited liability company and (ii) The Rise Fund GenPar Advisors, LLC, a Delaware limited liability company. TPG GenPar VII Advisors, LLC is the general partner of TPG GenPar VII, L.P., a Delaware limited partnership which is the general partner of TPG Carthage Holdings, L.P., a Delaware limited partnership which directly holds 15,432,372 shares of Common Stock. The Rise Fund GenPar Advisors, LLC is the general partner of The Rise Fund GenPar, L.P., a Delaware limited partnership, which it the general partner of The Rise Fund Carthage, L.P., a Delaware limited partnership (together with TPG Carthage Holdings, L.P., the “TPG Funds”), which directly holds 7,711,689 shares of Common Stock.
BecauseofGroup Advisors’ relationshipwith theTPGFunds,Group Advisors maybedeemed to beneficiallyown thesharesofCommon Stockheld by theTPGFunds.Messrs. Bonderman andCoulterarethesole shareholdersofGroup Advisors. BecauseoftherelationshipofMessrs. Bonderman andCoulterto Group Advisors, eachofMessrs. Bonderman andCoultermaybedeemed to beneficiallyown thesharesofCommon Stockheld by theTPGFunds.Messrs. Bonderman andCoulterdisclaim beneficial ownershipofthesharesofCommon Stockheld by theTPGFundsexcepttotheextent of theirpecuniary interest therein.
The principal business of Group Advisors is serving as the sole ultimate general partner, managing member or similar entity of related entities engaged in making or recommending investments in securities of public and private companies.
The present principal occupation of Mr. Bonderman is President of Group Advisors and officer, director and/or manager of other affiliated entities.
The present principal occupation of Mr. Coulter is Senior Vice President of Group Advisors and officer, director and/or manager of other affiliated entities.
The name, residence or business address and present principal occupation or employment of each director, executive officer and controlling person of Group Advisors are listed on Schedule I hereto.
Each of Messrs. Bonderman, Coulter and the individuals referred to on Schedule I hereto is a United States citizen.
The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto.
During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, without independent verification, any of the persons listed on Schedule I hereto (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Page 5 of 11
Item 3.Source and Amount of Funds or Other Consideration.
The information set forth in or incorporated by reference in Items 2, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.
Item 4.Purpose of Transaction.
Initial Public Offering
On October 10, 2018, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Cowen and Company, LLC and Jefferies LLC. (“Representatives”), as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), providing for the offer and sale by the Issuer (the “Offering”), and purchase by the Underwriters, of 18,000,000 shares of Common Stock at a price to the public of $18.00 per share. On October 15, 2018, the Offering closed.
In connection with the closing of the Offering, the shares of Series A Preferred Stock of the Issuer held by the TPG Funds (the “Series A Preferred”) automatically converted into 22,460,061 shares of Common Stock. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Series A Preferred had been convertible, at the option of the holder, at any time into shares of Common Stock at an initial conversion rate equal to one share of Common Stock per share of Series A Preferred. The initial conversion rate was adjusted as a result of a 1-for-5.25 forward stock split of the Issuer’s Common Stock.
In addition, the TPG Funds purchased an aggregate of 675,000 shares of Common Stock in the Offering at a price of $18.00 per share for an aggregate purchase price of $12,150,000.
The purchase of the (a) shares of Series A Preferred held by the TPG Funds prior to the Offering and (b) Common Stock in the Offering was funded by equity contributions of the limited partners of the TPG Funds. The conversion of Series A Preferred to Common Stock occurred upon the closing of the Offering without the payment of any consideration by the TPG Funds.
Mr. Bonderman serves as a member of the Issuer’s board of directors.
LockUp Agreements
Pursuant to lockup agreements (each, a “LockUp Agreement”) signed in connection with the Offering, the TPG Funds, certain other stockholders of the Issuer and each director and officer of the Issuer agreed with the Underwriters, subject to certain exceptions, not to dispose of or hedge any of their shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock for a period ending on the date that is 180 days after the date of the Issuer’s prospectus filed with the Commission on October 11, 2018, except with the prior written consent of the Representatives.
Investor Rights Agreement
OnApril 6,2018,theIssuer, the TPGFunds and certainotherparties enteredintoan investors’ rights agreement (the “InvestorRightsAgreement”). The InvestorRightsAgreementprovides theTPG Funds andotherparties theretowithcertain demand registration rights in respectofthesharesofCommon Stock issued to ituponconversionofthe Series APreferred, subject to certainconditions.Inaddition, intheevent thattheIssuer registersadditionalsharesofCommon Stock for sale tothe public,itwillberequired togive noticeofsuch registration to theTPG Funds and certainotherpartiesof itsintentiontoeffectsuch a registration,and,subject to certainlimitations,include thesharesofCommon Stockheld by themin such registration. The registration rights described above will expire upon the earliest to occur of (i) the closing of a “Deemed Liquidation Event”, as such term is defined in the Issuer’s amended and restated certificate of incorporation, (ii) the fifth anniversary of the Offering, (iii) with respect to any particular holder, at such time after consummation of the Offering that such holder can sell its shares under Rule 144 of the Securities Act during any three-month period and (iv) termination of the Investor Rights Agreement. The InvestorRightsAgreementincludescustomary indemnificationprovisionsin favorof theTPG Funds and certainotherparties against certain losses andliabilitiesarisingoutof orbaseduponany filingorotherdisclosure madebytheIssuerunder thesecuritieslawsrelating to any such registration.
Page 6 of 11
Otherthanas describedabove,noneoftheReporting Persons nor, tothebestknowledgeofeachoftheReporting Persons,withoutindependentverification, anyofthepersons listed in Schedule I hereto, currently has anyplansorproposalsthatrelateto,orwouldresultin,anyofthematters listed in Items 4(a)–(j)ofSchedule13D, although theReporting Personsmay,at any time andfromtime to time, revieworreconsidertheirposition and/orchange theirpurposeand/orformulateplansorproposalswithrespect thereto.Asa resultoftheseactivities,oneormoreoftheReporting Persons may suggestor takeaposition withrespect topotentialchangesintheoperations, managementor capitalstructureoftheIssuer as a meansofenhancingshareholdervalue.Suchsuggestions orpositions mayinclude oneor moreplansor proposalsthatrelate toorwouldresult in anyoftheactions required tobe reported herein,including,withoutlimitation,such matters asacquiringadditionalsecuritiesoftheIssueror disposing ofsecuritiesoftheIssuer; enteringintoan extraordinary corporate transaction such as amerger,reorganizationorliquidation,involvingtheIssueroranyof itssubsidiaries;selling ortransferring a material amountofassetsoftheIssueroranyof itssubsidiaries;changing thepresent boardofdirectorsormanagementoftheIssuer,including changing thenumberortermofdirectorsorfilling anyexisting vacancies ontheboardofdirectorsoftheIssuer; materiallychanging thepresentcapitalization ordividend policyoftheIssuer; materiallychanging theIssuer’sbusinessorcorporate structure;changing theIssuer’scertificateof incorporation,bylawsorinstruments corresponding theretoortaking otheractionswhichmay impedetheacquisition ofcontroloftheIssuerbyany person; causing a classofsecuritiesoftheIssuer tobedelistedfromanationalsecuritiesexchange orto cease tobeauthorized tobequotedin an interdealerquotationsystemofa registerednationalsecurities association; causing a classofequitysecuritiesoftheIssuer to becomeeligiblefor terminationofregistration pursuant to Section 12(g)(4)oftheSecurities Actof1933,as amended; andtakinganyactionsimilar to anyof thoseenumeratedabove.
Reference to and description of the Lock-Up Agreement and Investor Rights Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the Lock-Up Agreement and Investor Rights Agreement, which have been filed as Exhibits 2 and 3 and are incorporated herein by this reference.
Item 5.Interest in Securities of the Issuer.
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated by reference in its entirety into this Item 5.
(a)-(b) The following sentence assumes that there is a total of 117,926,841 shares of Common Stock outstanding as of the closing of the Offering on October 15,2018, as reported in the Issuer’s prospectus filed with the Commission on October 11, 2018. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 23,135,061 shares of Common Stock, which constitutes approximately 19.6% of the outstanding shares of Common Stock.
(c) Except as set forth inthisItem5,noneoftheReporting Persons nor, tothebestknowledgeoftheReporting Persons,withoutindependentverification, any person named in Item 2 hereof, has effected any transaction inthesharesofCommon Stockduringthepast60 days.
(d) TothebestknowledgeoftheReporting Persons,nopersonotherthantheReporting Persons hastheright to receiveorthe power to directthe receiptofdividendsfrom,orthe proceedsfromthe sale of,the securities beneficiallyownedbythe Reporting PersonsidentifiedinthisItem5.
| (e) | Notapplicable. |
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth in Items 3, 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.
Page 7 of 11
Except as described above, tothe knowledgeoftheReporting Persons, there arenocontracts, arrangements,understandings or relationships(legalorotherwise),including, but notlimitedto, thetransferorvotingof anyofthe securities, finder’s fees,joint ventures,loan oroptionarrangements,putsor calls, guaranteesof profits,divisionofprofitsorloss,orthe givingorwithholdingofproxies, amongthepersons named in Item 2or betweensuch persons and anyotherperson,withrespect to any securitiesofIssuer,including, but notlimitedto,any securitiespledgedorotherwise subject to acontingency the occurrenceofwhich would give another personvoting poweror investmentpowerover such securities.
Item 7.Material to Be Filed as Exhibits.
| 1. | Agreementof JointFilingbyTPGAdvisorsII,Inc.,TPGAdvisorsIII,Inc.,TPGAdvisorsV,Inc.,TPGAdvisors VI, Inc., T3 Advisors, Inc., T3 AdvisorsII, Inc.,TPG GroupHoldings(SBS) Advisors, Inc.,David Bonderman and JamesG. Coulter,datedasofFebruary14,2011 (previously filedwith theCommission asExhibit1 to Schedule13GfiledbyTPGGroupHoldings(SBS) Advisors, Inc.,David Bonderman and JamesG. Coulter onFebruary14, 2011). |
| 2. | FormofLock-Up Agreementbyand among certainstockholdersandthedirectors and officersoftheIssuer andtheRepresentatives (incorporatedbyreference toAnnex I of Exhibit1.1 totheIssuer’sRegistration StatementonFormS-1/Afiledwith theCommissiononOctober 2,2018). |
| 3. | Investors’RightsAgreement,dated as ofApril 6,2018,byand amongtheIssuer and certainstockholderslisted in Schedule A thereto (incorporatedbyreference toExhibit4.2 toIssuer’sRegistration StatementonFormS-1filedwith theCommissiononSeptember14,2018). |
Page 8 of 11
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.
Dated: October 22, 2018
| TPG Group Holdings (SBS) Advisors, Inc. | |
| By: /s/ Michael LaGatta | |
| Name: Michael LaGatta Title: Vice President | |
| |
| David Bonderman | |
| By: /s/ Bradford Berenson | |
| Name: Bradford Berenson on behalf of David Bonderman (1) | |
| |
| James G. Coulter | |
| By: /s/ Bradford Berenson | |
| Name: Bradford Berenson on behalf of James G. Coulter (2) |
(1) Bradford Berenson issigning on behalf ofMr.Bonderman pursuant to anauthorizationanddesignation letter datedMarch13,2018,whichwas previously filedwith theCommission as anexhibitto a Schedule13GfiledbyMr.BondermanonApril2,2018(SECFileNo.005-90172).
(2) Bradford Berenson issigning on behalf ofMr.Coulterpursuant to anauthorizationanddesignation letter datedMarch13,2018,whichwas previously filedwith theCommission as anexhibitto a Schedule13GfiledbyMr.Coulter onApril2,2018(SECFileNo.005-90172).
Page 9 of 11
SCHEDULE I
All addresses are c/o TPG Global, LLC, 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102.
| Name | Title | |
| David Bonderman | President | |
| James G. Coulter | Senior Vice President | |
| Jon Winkelried | Senior Vice President | |
| Ken Murphy | Vice President and Director | |
| Michael LaGatta | Vice President and Director | |
| Joann Harris | Chief Compliance Officer | |
| Steven A. Willmann | Treasurer | |
| Martin Davidson | Chief Accounting Officer | |
| Stephen D. Rose | Assistant Treasurer | |
Page 10 of 11
INDEX TO EXHIBITS
| 1. | Agreementof JointFilingbyTPGAdvisorsII,Inc.,TPGAdvisorsIII,Inc.,TPGAdvisorsV,Inc.,TPGAdvisors VI, Inc., T3 Advisors, Inc., T3 AdvisorsII, Inc.,TPG GroupHoldings(SBS) Advisors, Inc.,David Bonderman and JamesG. Coulter,datedasofFebruary14,2011 (previously filedwith theCommission asExhibit1 to Schedule13GfiledbyTPGGroupHoldings(SBS) Advisors, Inc.,David Bonderman and JamesG. Coulter on February14, 2011). |
| 2. | FormofLock-Up Agreementbyand among certainstockholdersandthedirectors and officersoftheIssuer andtheRepresentatives (incorporatedbyreference toAnnex I of Exhibit1.1 totheIssuer’sRegistration StatementonFormS-1/Afiledwith theCommissiononOctober 2,2018). |
| 3. | Investors’RightsAgreement,dated as ofApril 6,2018,byand amongtheIssuer and certainstockholderslisted in Schedule A thereto (incorporatedbyreference toExhibit4.2 toIssuer’sRegistration StatementonFormS-1filedwith theCommissiononSeptember14,2018). |
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