Filing Details

Accession Number:
0000903423-18-000561
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-10-17 17:10:22
Reporting Period:
2018-10-15
Accepted Time:
2018-10-17 17:10:22
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1737287 Allogene Therapeutics Inc. ALLO () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
860866 David Bonderman C/O Tpg Global, Llc,
301 Commerce Street, Suite 3300
Fort Worth TX 76102
Yes No Yes No
1099776 G James Coulter C/O Tpg Global, Llc,
301 Commerce Street, Suite 3300
Fort Worth TX 76102
No No Yes No
1495741 Tpg Group Holdings (Sbs) Advisors, Inc. C/O Tpg Global, Llc,
301 Commerce Street, Suite 3300
Fort Worth TX 76102
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2018-10-15 22,460,061 $0.00 22,460,061 No 4 C Indirect See Explanation of Responses
Common Stock Acquisiton 2018-10-15 675,000 $18.00 23,135,061 No 4 P Indirect See Explanation of Responses
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See Explanation of Responses
No 4 P Indirect See Explanation of Responses
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Series A Preferred Stock Disposition 2018-10-15 4,278,107 $0.00 22,460,061 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Indirect
Footnotes
  1. David 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").
  2. The 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.
  3. On 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.
  4. On 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.
  5. Because 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.
  6. Pursuant 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.