Allakos (ALLK) Form 4 Change in insider ownership

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^*

Alta Partners NextGen Fund I Management, LLC

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Allakos Inc. [ ALLK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/04/2021		J(1)		486,230	D	$0.00	2,071,147	I	See Footnote(2)
Common Stock	01/04/2021		J(1)		102,651	A	$0.00	102,651	I	By APNG I Management
Common Stock	01/04/2021		J(3)		102,651	D	$0.00	0	I	By APNG I Management
Common Stock	01/04/2021		J(4)		1,513,770	D	$0.00	6,448,053	I	See Footnote(5)
Common Stock	01/04/2021		J(4)		339,084	A	$0.00	339,084	I	By Alta Management VIII
Common Stock	01/04/2021		J(6)		339,084	D	$0.00	0	I	By Alta Management VIII

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Alta Partners NextGen Fund I Management, LLC

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Alta Partners VIII, L.P.

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Alta Partners Management VIII, LLC

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Alta Partners NextGen Fund I, L.P.

(Last) (First) (Middle)

FOUR EMBARCADERO CENTER

SUITE 2100

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Alta Partners NextGen Fund I L.P. ("APNG I"), without consideration, to its general partner and limited partners.

2. The shares are directly held by APNG I and are indirectly held by Alta Partners NextGen Fund I Management, LLC ("APNG I Management"), which is the general partner of APNG I. APNG I Management disclaims beneficial ownership of all shares held by APNG I, except to the extent of its pecuniary interest therein.

3. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by APNG I Management, without consideration, to its members.

4. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Alta Partners VIII, L.P. ("Alta VIII") without consideration, to its general partner and limited partners.

5. The shares are directly held by Alta VIII and are indirectly held by Alta Partners Management VIII, LLC ("Alta Management VIII"), which is the general partner of Alta VIII. Alta Management VIII disclaims beneficial ownership of all shares held by Alta VIII, except to the extent of its pecuniary interest therein.

6. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Alta Management VIII, without consideration, to its members.

Remarks:

	/s/ Daniel Janney, Managing Director, Alta Partners NextGen Fund I Management, LLC	01/06/2021
	/s/ Daniel Janney, Managing Director, AltaPartners VIII, L.P.	01/06/2021
	/s/ Daniel Janney, Managing Director, Alta Partner Management VIII, LLC	01/06/2021
	/s/ Daniel Janney, Managing Director, Alta Partners NextGen Fund I, L.P.	01/06/2021
	** 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).
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