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*
Adelman Robert J

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 595

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALX ONCOLOGY HOLDINGS INC [ ALXO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 07/21/2020 C 78,175 A (4) 96,406(10) D(7)
Common Stock 07/21/2020 C 3,100,020 A (4) 3,969,789(3) I See footnote(1)
Common Stock 07/21/2020 C 3,941,949 A (4)(8)(9) 4,418,325(5) I See footnote(6)
Common Stock 07/21/2020 P 850,000 A $19 5,268,325 I See footnote(6)
Common Stock 07/21/2020 P 3,000 A $19 99,406 D(7)
Common Stock 461,811 I See footnotes(1)(2)
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
Series A Convertible Preferred Stock (4) 07/21/2020 C 78,175 (4) (4) Common Stock 78,175 (4) 0 D(7)
Series A Convertible Preferred Stock (4) 07/21/2020 C 3,100,020 (4) (4) Common Stock 3,100,020 (4) 0 I See footnote(1)
Series A Convertible Preferred Stock (4) 07/21/2020 C 2,398,588 (4) (4) Common Stock 2,398,588 (4) 0 I See footnote(6)
Series B Convertible Preferred Stock (8) 07/21/2020 C 490,411 (8) (8) Common Stock 490,411 (8) 0 I See footnote(6)
Series C Convertible Preferred Stock (9) 07/16/2020 C 1,052,950 (9) (9) Common Stock 1,052,950 (9) 0 I See footnote(6)
1. Name and Address of Reporting Person*
Adelman Robert J

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 595

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
venBio Global Strategic Fund, L.P.

(Last) (First) (Middle)
1700 OWENS STREET, SUITE 595

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
venBio Global Strategic GP, Ltd.

(Last) (First) (Middle)
1700 OWENS STREET, SUITE 595

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
venBio Global Strategic Fund II L.P.

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 595

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
venBio Global Strategic GP, L.P.

(Last) (First) (Middle)
1700 OWENS STREET, SUITE 595

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
venBio Global Strategic GP II, L.P.

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 595

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
venBio Global Strategic GP II, Ltd.

(Last) (First) (Middle)
1700 OWENS STREET
SUITE 595

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
Explanation of Responses:
1. The shares are held by venBio Global Strategic Fund, L.P. venBio Global Strategic GP, L.P. is the general partner of venBio Global Strategic Fund, L.P. and venBio Global Strategic GP, Ltd. is the general partner of venBio Global Strategic GP, L.P. Robert Adelman is a director of venBio Global Strategic GP, Ltd. Each of venBio Global Strategic GP, L.P., venBio Global Strategic GP, Ltd. and Mr. Adelman disclaims beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein.
2. The shares are held by venBio SPV, LLC, which is wholly-owned by venBio Global Strategic Fund, L.P. Robert Adelman is a managing director of venBio SPV, LLC and disclaims beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.
3. Includes 869,618 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020.
4. 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.
5. Includes 476,376 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020.
6. The shares are held by venBio Global Strategic Fund II, L.P. venBio Global Strategic GP II, LP is the sole general partner of venBio Global Strategic Fund II, LP and venBio Global Strategic GP II, Ltd. is the sole general partner of venBio Global Strategic GP II, L.P. Robert Adelman is a director of venBio Global Strategic GP II, Ltd. Each of venBio Global Strategic GP II, LP, venBio Global Strategic GP II, Ltd, and Mr. Adelman disclaims beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein.
7. The shares are held by Robert Adelman directly.
8. 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.
9. 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.
10. Includes 18,231 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020.
venBio Global Strategic Fund, L.P., by: venBio Global Strategic GP, L.P., its general partner, by: venBio Global Strategic GP, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact 07/21/2020
venBio Global Strategic GP, L.P., by: venBio Global Strategic GP, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact 07/21/2020
venBio Global Strategic GP, Ltd., by: /s/ David Pezeshki, as attorney-in-fact 07/21/2020
venBio Global Strategic Fund II, L.P., by: venBio Global Strategic GP II, L.P., its general partner, by: venBio Global Strategic GP II, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact 07/21/2020
venBio Global Strategic GP II, L.P., by: venBio Global Strategic GP II, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact 07/21/2020
venBio Global Strategic GP II, Ltd., by: /s/ David Pezeshki, as attorney-in-fact 07/21/2020
Robert Adelman, by: /s/ David Pezeshki, as attorney-in-fact 07/21/2020
** 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).
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