SEC Form 4 · accession 0001209191-18-043631
Allakos Inc. · ALLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
RIVERVEST VENTURE FUND II L P
10% Owner
RiverVest Venture Fund III, L.P.
10% Owner
3x5 RiverVest Fund II, L.P.
10% Owner
3x5 RiverVest Fund II-B, L.P.
10% Owner
Period of report
Jul 23, 2018
Accepted (ET)
Jul 23, 2018 · 5:07 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001564824
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5,F6 | Jul 23, 2018 | C | 7,260,141 | — | A | 7,260,141 | I | See footnote |
| Common StockF4,F5,F6,F7 | Jul 23, 2018 | P | 111,111 | $18.00 | A | 7,371,252 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF4,F5,F6,F8,F1 | — | Jul 23, 2018 | C | 6,482,724 | D | — | — | Common Stock | 6,482,724 | 0 | I |
| Series B Preferred StockF4,F5,F6,F9,F2 | — | Jul 23, 2018 | C | 777,417 | D | — | — | Common Stock | 777,417 | 0 | I |
Explanation of responses
- F1The Series A Preferred Stock automatically converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
- F2The Series B Preferred Stock automatically converted into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.
- F3Consists of (i) 980,693 shares held of record by RiverVest Venture Fund II, L.P ("RiverVest II"), (ii) 266,374 shares held of record by RiverVest Venture Fund II (Ohio), L.P. ("RiverVest (Ohio) II"), (iii) 3,518,819 shares held of record by RiverVest Venture Fund III, L.P ("RiverVest III"), (iv) 186,759 shares held of record by RiverVest Venture Fund III (Ohio), L.P. ("RiverVest (Ohio) III"), (v) 2,223,505 shares held of record by 3x5 RiverVest Fund II, L.P. ("3x5 II"), and (vi) 83,991 shares held of record by 3x5 RiverVest Fund II-B, L.P. ("3x5 II-B").
- F4The shares held by RiverVest II are indirectly held by RiverVest Venture Partners II, L.P. ("RiverVest Partners II"), which is the general partner of RiverVest II. The shares held by RiverVest (Ohio) II are indirectly held by RiverVest Venture Partners II (Ohio), LLC ("RiverVest Partners (Ohio) II"), which is the general partner of RiverVest (Ohio) II. RiverVest Partners II is the sole member of RiverVest Partners (Ohio) II. RiverVest Venture Partners II, LLC is the general partner of RiverVest Partners II. John P. McKearn is an Authorized Person of RiverVest Venture Partners II, LLC and may be deemed to share dispositive voting and investment power with respect to the shares held by RiverVest II and RiverVest (Ohio) II.
- F5The shares held by RiverVest III are indirectly held by RiverVest Venture Partners III, L.P. ("RiverVest Partners III"), which is the general partner of RiverVest III. The shares held by RiverVest (Ohio) III are indirectly held by RiverVest Venture Partners III (Ohio), LLC ("RiverVest Partners (Ohio) III"), which is the general partner of RiverVest (Ohio) III. RiverVest Partners III is the sole member of RiverVest Partners (Ohio) III. RiverVest Venture Partners III, LLC is the general partner of RiverVest Partners III. John P. McKearn is a Manager of RiverVest Venture Partners III, LLC and may be deemed to share dispositive voting and investment power with respect to the shares held by RiverVest III and RiverVest (Ohio) III.
- F6The shares held by 3x5 II and 3x5 II-B are indirectly held by 3x5 RiverVest Partners II, LLC ("3x5 Partners II"), which is the general partner of 3x5 II and 3x5 II-B. RiverVest 3x5 Managers II, L.P. ("3x5 Managers II"), is a Member of 3x5 Partners II. RiverVest 3x5 Managers II, LLC is the general partner of 3x5 Managers II. John P. McKearn is a Member of RiverVest 3x5 Managers II, LLC and may be deemed to share dispositive voting and investment power with respect to the shares held by 3x5 II and 3x5 II-B. Dr. McKearn disclaims beneficial ownership of all shares held by RiverVest II, RiverVest (Ohio) II, RiverVest III, RiverVest (Ohio) III, 3x5 II and 3x5 II-B except to the extent of his pecuniary interests therein.
- F7Consists of (i) 980,693 shares held of record by RiverVest II, (ii) 266,374 shares held of record by RiverVest (Ohio) II, (iii) 3,518,819 shares held of record by RiverVest III, (iv) 186,759 shares held of record by RiverVest (Ohio) III, (v) 2,331,987 shares held of record by 3x5 II, and (vi) 86,620 shares held of record by 3x5 II-B.
- F8RiverVest II owns 954,494 shares of Series A Preferred Stock. RiverVest (Ohio) II owns 259,258 shares of Series A Preferred Stock. RiverVest III owns 3,234,069 shares of Series A Preferred Stock. RiverVest (Ohio) III owns 171,647 shares of Series A Preferred Stock. 3x5 II owns 1,795,434 shares of Series A Preferred Stock. 3x5 II-B owns 67,822 shares of Series A Preferred Stock.
- F9RiverVest II owns 26,199 shares of Series B Preferred Stock. RiverVest (Ohio) II owns 7,116 shares of Series B Preferred Stock. RiverVest III owns 284,750 shares of Series B Preferred Stock. RiverVest (Ohio) III owns 15,112 shares of Series B Preferred Stock. 3x5 II owns 428,071 shares of Series B Preferred Stock. 3x5 II-B owns 16,169 shares of Series B Preferred Stock.