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 Allakos Inc. [ ALLK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/17/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) 05/19/2021 | 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 | 05/19/2021 | S | 14,516 | D | $98.94(1) | 245,395(2)(3) | D | |||
| Common Stock | 05/19/2021 | M | 14,516 | A | $0.6875 | 259,911(2)(3) | D | |||
| Common Stock | 05/18/2021 | S | 14,517 | D | $102.32(4) | 245,395(2)(3) | D | |||
| Common Stock | 05/18/2021 | M | 14,517 | A | $0.6875 | 259,912(2)(3) | D | |||
| Common Stock | 05/17/2021 | S | 14,517 | D | $99.68(5) | 245,395(2)(3) | D | |||
| Common Stock | 05/17/2021 | M | 14,517 | A | $0.6875 | 259,912(2)(3) | D | |||
| Common Stock | 05/19/2021 | S | 5,482 | D | $98.89(6) | 336,750 | I | See footnote(7) | ||
| Common Stock | 05/18/2021 | S | 5,484 | D | $102.29(8) | 342,232 | I | See footnote(7) | ||
| Common Stock | 05/17/2021 | S | 5,484 | D | $99.69(9) | 347,716 | I | See footnote(7) | ||
| 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 | ||||||||
| Stock Option (Right to buy) | $0.6875 | 05/19/2021 | M | 14,516 | (10) | 05/19/2021 | Common Stock | 14,516 | $0.00 | 956,050 | D | ||||
| Stock Option (Right to buy) | $0.6875 | 05/18/2021 | M | 14,517 | (10) | 05/18/2021 | Common Stock | 14,517 | $0.00 | 970,566 | D | ||||
| Stock Option (Right to buy) | $0.6875 | 05/17/2021 | M | 14,517 | (10) | 05/17/2021 | Common Stock | 14,517 | $0.00 | 985,083 | D | ||||
| Explanation of Responses: |
| 1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 10, 2021. This transaction was executed in multiple trades at prices ranging from $97.84 to $100.68 per share. The sale price reported represents the weighted average sale price. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person hereby undertakes to provide full information regarding the number of shares sold at each separate price. |
| 2. Includes shares of common stock purchased under the Company's 2018 Employee Stock Purchase Plan. |
| 3. Includes 7,905 shares received as a pro-rata in-kind distribution of Common Stock of the Issuer by Alta Partners Management VIII, LLC (APM VIII), without consideration, to the Reporting Person as a non-managing member of APM VIII. |
| 4. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 10, 2021. This transaction was executed in multiple trades at prices ranging from $100.75 to $104.55 per share. The sale price reported represents the weighted average sale price. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person hereby undertakes to provide full information regarding the number of shares sold at each separate price. |
| 5. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 10, 2021. This transaction was executed in multiple trades at prices ranging from $97.29 to $100.91 per share. The sale price reported represents the weighted average sale price. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person hereby undertakes to provide full information regarding the number of shares sold at each separate price. |
| 6. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 11, 2021. This transaction was executed in multiple trades at prices ranging from $97.53 to $100.48 per share. The sale price reported represents the weighted average sale price. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person hereby undertakes to provide full information regarding the number of shares sold at each separate price. |
| 7. The shares are held by Mr. Alexander and Stacey Lee Alexander, as Trustees of the Alexander 2018 Irrevocable Descendants' Trust. |
| 8. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 11, 2021. This transaction was executed in multiple trades at prices ranging from $100.84 to $104.54 per share. The sale price reported represents the weighted average sale price. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person hereby undertakes to provide full information regarding the number of shares sold at each separate price. |
| 9. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 11, 2021. This transaction was executed in multiple trades at prices ranging from $97.23 to $100.63 per share. The sale price reported represents the weighted average sale price. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person hereby undertakes to provide full information regarding the number of shares sold at each separate price. |
| 10. On May 17, 2017, the Reporting Person was granted an option to purchase 1,412,800 ordinary shares pursuant to the Company's 2012 Equity Incentive Plan. The option vests as to one-fourth of the shares on May 17, 2018, and one forty-eighth of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date. |
| Remarks: |
| This Form 4/A amends and restates in its entirety the Form 4 that was filed on May 19, 2021 (the "Original Form 4"). The purpose of this Form 4/A is to correctly characterize certain transactions as having been effected pursuant to a Rule 10b5-1 plan. Further, this Form 4/A includes transactions of indirectly held shares that were omitted from the Original Form 4. |
| /s/ Robert Alexander | 05/27/2021 | |
| ** 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. | ||