SEC Form 4 · accession 0000903423-18-000561
Allogene Therapeutics, Inc. · ALLO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 15, 2018
Accepted (ET)
Oct 17, 2018 · 5:10 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001737287
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F5,F6 | Oct 15, 2018 | C | 22,460,061 | $0.00 | A | 22,460,061 | I | See Explanation of Responses |
| Common StockF4,F1,F2,F5,F6 | Oct 15, 2018 | P | 675,000 | $18.00 | A | 23,135,061 | I | See Explanation of Responses |
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 StockF1,F2,F3,F5,F6 | — | Oct 15, 2018 | C | 4,278,107 | D | — | — | Common Stock | 22,460,061 | 0 | I |
Explanation of responses
- F1David Bonderman and James G. Coulter are the sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. (together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the sole member of TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of each of (i) TPG GenPar VII Advisors, LLC and (ii) The Rise Fund GenPar Advisors, LLC. TPG GenPar VII Advisors, LLC is the general partner of TPG GenPar VII, L.P., which is the general partner of TPG Carthage Holdings, L.P., which directly holds 15,423,372 shares of Common Stock ("Common Stock") of Allogene Therapeutics, Inc. (the "Issuer").
- F2The Rise Fund GenPar Advisors, LLC is the general partner of The Rise Fund GenPar, L.P., which is the general partner of The Rise Fund Carthage, L.P. (together with TPG Carthage Holdings, L.P., the "TPG Funds"), which directly holds 7,711,689 shares of Common Stock.
- F3On October 15, 2018, the shares of Series A Preferred Stock of the Issuer (the "Series A Preferred") held by the TPG Funds automatically converted into 22,460,061 shares of Common Stock. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Series A Preferred had been convertible, at the option of the holder, at any time into shares Common Stock at an initial conversion rate equal to one share of Common Stock per share of Series A Preferred. The initial conversion rate was adjusted as a result of a 1-for-5.25 forward stock split of the Issuer's Common Stock.
- F4On October 15, 2018, the TPG Funds acquired an aggregate of 675,000 shares of Common Stock at a price of $18.00 per share in connection with the Issuer's initial public offering.
- F5Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each TPG Fund and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such TPG Fund's or such Reporting Person's pecuniary interest therein, if any.
- F6Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(7) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Bradford Berenson is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated March 13, 2018, which were previously filed with the Securities and Exchange Commission.