Chang David D Form 4 Allogene Therapeutics / David D Chang ownership change

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^*

Chang David D

(Last) (First) (Middle)

210 EAST GRAND AVENUE

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Allogene Therapeutics, Inc. [ ALLO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2023

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

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

X	Form filed by One Reporting Person
	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	03/22/2023		A		1,924,464(1)	A	$0	4,193,911	D
Common Stock								1,201,108	I	See footnote(2)
Common Stock								856,044	I	See footnote(3)
Common Stock								856,044	I	See footnote(4)

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
Stock Option (Right to Buy)	$5.04	03/22/2023		A		1,492,200		(5)	03/22/2033	Common Stock	1,492,200	$0	1,492,200	D

Explanation of Responses:

1. Includes 1,480,357 of performance RSUs which shall vest as follows: (1) 50% shall vest if the 30-day weighted average stock price is equal to or greater than $18 and (2) 50% shall vest upon the first regulatory approval of a product candidate. Notwithstanding the foregoing (1) any portion that vests upon the stock price threshold shall no longer vest and be terminated after three years from the grant date if such threshold has not been met in such three-year period, and (2) any portion that vests upon product candidate approval shall no longer vest and be terminated after five years from the grant date if such approval has not occurred in such five-year period.

2. Securities held in the name of the Chang 2006 Family Trust

3. Securities held in the name of the JEC 2019 Trust dated October 1, 2019.

4. Securities held in the name of the RTC 2019 Trust dated October 1, 2019.

5. 25% of the shares subject to the stock option shall vest on March 13, 2024, and the remaining shares shall vest in 36 equal monthly installments thereafter.

Remarks:

	/s/Veer Bhavnagri, Attorney-in-Fact	03/24/2023
	** 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).
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