Statement of Changes in Beneficial Ownership (4)
July 22 2020 - 3:19PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
LSV Associates, LLC |
2. Issuer Name and Ticker or Trading Symbol
ALX ONCOLOGY HOLDINGS INC
[
ALXO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O LSV CAPITAL MANAGEMENT, LLC, 2884 SAND HILL ROAD, SUITE 121 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/21/2020 |
(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 7/21/2020 | | C | | 1831027 | A | (1)(2)(3) | 2268087 (4) | I | See footnote (5) |
Common Stock | 7/21/2020 | | C | | 249632 | A | (1)(2)(3) | 309222 (6) | I | See footnote (7) |
Common Stock | 7/21/2020 | | P | | 378000 | A | $19.00 | 378000 | I | See footnote (8) |
Common Stock | 7/21/2020 | | C | | 1498984 | A | (1)(2)(3) | 2023469 (9) | I | See footnote (8) |
Common Stock | 7/21/2020 | | P | | 22000 | A | $19.00 | 22000 | I | See footnote (10) |
Common Stock | 7/21/2020 | | C | | 111528 | A | (1)(2)(3) | 120212 (11) | I | See footnote (10) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Series A Convertible Preferred Stock | (1) | 7/21/2020 | | C | | | 1633743 | (1) | (1) | Common Stock | 1633743 | (1) | 0 | I | See footnote (5) |
Series A Convertible Preferred Stock | (1) | 7/21/2020 | | C | | | 222752 | (1) | (1) | Common Stock | 222752 | (1) | 0 | I | See footnote (7) |
Series A Convertible Preferred Stock | (1) | 7/21/2020 | | C | | | 683523 | (1) | (1) | Common Stock | 683523 | (1) | 0 | I | See footnote (8) |
Series A Convertible Preferred Stock | (1) | 7/21/2020 | | C | | | 39758 | (1) | (1) | Common Stock | 39758 | (1) | 0 | I | See footnote (10) |
Series B Convertible Preferred Stock | (2) | 7/21/2020 | | C | | | 59998 | (2) | (2) | Common Stock | 59998 | (2) | 0 | I | See footnote (5) |
Series B Convertible Preferred Stock | (2) | 7/21/2020 | | C | | | 8175 | (2) | (2) | Common Stock | 8175 | (2) | 0 | I | See footnote (7) |
Series B Convertible Preferred Stock | (2) | 7/21/2020 | | C | | | 150801 | (2) | (2) | Common Stock | 150801 | (2) | 0 | I | See footnote (8) |
Series B Convertible Preferred Stock | (2) | 7/21/2020 | | C | | | 11110 | (2) | (2) | Common Stock | 11110 | (2) | 0 | I | See footnote (10) |
Series C Convertible Preferred Stock | (3) | 7/21/2020 | | C | | | 137286 | (3) | (3) | Common Stock | 137286 | (3) | 0 | I | See footnote (5) |
Series C Convertible Preferred Stock | (3) | 7/21/2020 | | C | | | 18705 | (3) | (3) | Common Stock | 18705 | (3) | 0 | I | See footnote (7) |
Series C Convertible Preferred Stock | (3) | 7/21/2020 | | C | | | 664660 | (3) | (3) | Common Stock | 664660 | (3) | 0 | I | See footnote (8) |
Series C Convertible Preferred Stock | (3) | 7/21/2020 | | C | | | 38660 | (3) | (3) | Common Stock | 38660 | (3) | 0 | I | See footnote (10) |
Explanation of Responses: |
(1) | Each share of Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
(2) | Each share of Series B Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
(3) | Each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date |
(4) | Includes 437,060 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020. |
(5) | The shares are held of record by Lightstone Ventures, LP (LV LP). LSV Associates, LLC (LSV Associates), the General Partner of LV LP, and Michael A. Carusi, Jean M. George and Henry A. Plain, Jr., the individual managing directors of LSV Associates, share voting and dispositive power with respect to the shares held of record by LV LP, but each disclaims beneficial ownership of such shares except to the extent of his, her or its individual pecuniary interest therein. |
(6) | Includes 59,590 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020. |
(7) | The shares are held of record by Lightstone Ventures (A), LP (LV(A) LP). LSV Associates, the General Partner of LV(A) LP, and Mr. Carusi, Ms. George and Mr. Plain, the individual managing directors of LSV Associates, share voting and dispositive power with respect to the shares held of record by LV(A) LP, but each disclaims beneficial ownership of such shares except to the extent of his, her or its individual pecuniary interest therein. |
(8) | The shares are held of record by Lightstone Ventures II, LP (LV II LP). LSV Associates II, LLC (LSV Associates II), the General Partner of LV II LP, and Mr. Carusi, Ms. George, Mr. Plain and Jason W. Lettmann, as the individual managing directors of LSV Associates II, share voting and dispositive power with respect to the shares held of record by LV II LP, but each disclaims beneficial ownership of such shares except to the extent of his, her or its individual pecuniary interest therein. Mr. Lettmann is a director of the Issuer and files separate Section 16 reports. |
(9) | Includes 146,485 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020. |
(10) | The shares are held of record by Lightstone Ventures II, LP (LV II(A) LP). LSV Associates II, LLC (LSV Associates II), the General Partner of LV(A) II LP, and Mr. Carusi, Ms. George, Mr. Plain and Mr. Lettmann, as the individual managing directors of LSV Associates II, share voting and dispositive power with respect to the shares held of record by LV II(A) LP, but each disclaims beneficial ownership of such shares except to the extent of his, her or its individual pecuniary interest therein. Mr. Lettmann is a director of the Issuer and files separate Section 16 reports. |
(11) | Includes 8,684 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
LSV Associates, LLC C/O LSV CAPITAL MANAGEMENT, LLC 2884 SAND HILL ROAD, SUITE 121 MENLO PARK, CA 94025 |
| X |
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Lightstone Ventures, L.P. C/O LSV CAPITAL MANAGEMENT, LLC 2884 SAND HILL ROAD, SUITE 121 MENLO PARK, CA |
| X |
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Lightstone Ventures (A), L.P. C/O LSV CAPITAL MANAGEMENT, LLC 2884 SAND HILL ROAD, SUITE 121 MENLO PARK, CA 94025 |
| X |
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Lightstone Ventures II, L.P. C/O LSV CAPITAL MANAGEMENT, LLC 2884 SAND HILL ROAD, SUITE 121 MENLO PARK, CA 94025 |
| X |
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Lightstone Ventures II (A), L.P. C/O LSV CAPITAL MANAGEMENT, LLC 2884 SAND HILL ROAD, SUITE 121 MENLO PARK, CA 94025 |
| X |
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LSV Associates II, LLC C/O LSV CAPITAL MANAGEMENT, LLC 2884 SAND HILL ROAD, SUITE 121 MENLO PARK, CA 94025 |
| X |
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Carusi Michael A C/O LSV CAPITAL MANAGEMENT, LLC 2884 SAND HILL ROAD, SUITE 121 MENLO PARK, CA 94025 |
| X |
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George Jean C/O LSV CAPITAL MANAGEMENT, LLC 2884 SAND HILL ROAD, SUITE 121 MENLO PARK, CA 94025 |
| X |
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Plain Henry A JR C/O LSV CAPITAL MANAGEMENT, LLC 2884 SAND HILL ROAD, SUITE 121 MENLO PARK, CA 94025 |
| X |
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Signatures
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/s/ Travis Boettner, by power of attorney for LSV Associates, LLC, the General Partner of Lightstone Ventures, L.P. | | 7/21/2020 |
**Signature of Reporting Person | Date |
/s/ Travis Boettner, by power of attorney for LSV Associates, LLC, the General Partner of Lightstone Ventures(A), L.P. | | 7/21/2020 |
**Signature of Reporting Person | Date |
/s/ Travis Boettner, by power of attorney for LSV Associates, LLC | | 7/21/2020 |
**Signature of Reporting Person | Date |
/s/ Travis Boettner, by power of attorney for LSV Associates II, LLC, the General Partner of Lightstone Ventures II, L.P. | | 7/21/2020 |
**Signature of Reporting Person | Date |
/s/ Travis Boettner, by power of attorney for LSV Associates II, LLC, the General Partner of Lightstone Ventures II(A), L.P. | | 7/21/2020 |
**Signature of Reporting Person | Date |
/s/ Travis Boettner, by power of attorney for LSV Associates II, LLC | | 7/21/2020 |
**Signature of Reporting Person | Date |
/s/ Travis Boettner, by power of attorney for Michael A. Carusi | | 7/21/2020 |
**Signature of Reporting Person | Date |
/s/ Travis Boettner, by power of attorney for Jean M. George | | 7/21/2020 |
**Signature of Reporting Person | Date |
/s/ Travis Boettner, by power of attorney for Henry A. Plain, Jr. | | 7/21/2020 |
**Signature of Reporting Person | Date |
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