SEC Form SC 13G/A filed by Allogene Therapeutics Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ALLOGENE THERAPEUTICS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
019770 10 6
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 019770 10 6 | 13G | Page 2 of 9 Pages |
| 1 |
Names of Reporting Persons
David Chang, M.D., Ph.D. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States of America and Israel | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
7,051,151 Shares (1) | ||||
| 6 | Shared Voting Power
2,913,196 Shares (2) | |||||
| 7 | Sole Dispositive Power
7,051,151 Shares (1) | |||||
| 8 | Shared Dispositive Power
2,913,196 Shares (2) | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,964,347 Shares | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
5.8% (3) | |||||
| 12 | Type of Reporting Person
IN | |||||
| (1) | Includes 4,820,438 shares of common stock issuable within 60 days of December 31, 2023 upon the exercise of stock options held by the Reporting Person and 213,226 shares issuable upon the settlement of Restricted Stock Units held by the Reporting Person that are releasable within 60 days of December 31, 2023. |
| (2) | Includes (a) 1,201,108 shares of common stock beneficially owned by the Chang 2006 Family Trust, of which Dr. Chang is co-trustee, (b) 856,044 shares of common stock beneficially owned by the JEC 2019 Trust, of which Dr. Chang is co-trustee and (c) 856,044 shares of common stock beneficially owned by the RTC 2019 Trust, of which Dr. Chang is co-trustee. |
| (3) | This percentage is calculated based on 168,276,662 shares of common stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2023. |
| CUSIP No. 019770 10 6 | 13G | Page 3 of 9 Pages |
| 1 |
Names of Reporting Persons
Chang 2006 Family Trust | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 Shares | ||||
| 6 | Shared Voting Power
1,201,108 Shares | |||||
| 7 | Sole Dispositive Power
0 Shares | |||||
| 8 | Shared Dispositive Power
1,201,108 Shares | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,201,108 Shares | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.7% (1) | |||||
| 12 | Type of Reporting Person
OO | |||||
| (1) | This percentage is calculated based on 168,276,662 shares of common stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2023. |
| CUSIP No. 019770 10 6 | 13G | Page 4 of 9 Pages |
| 1 |
Names of Reporting Persons
JEC 2019 Trust | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
California | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 Shares | ||||
| 6 | Shared Voting Power
856,044 Shares | |||||
| 7 | Sole Dispositive Power
0 Shares | |||||
| 8 | Shared Dispositive Power
856,044 Shares | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
856,044 Shares | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.5% (1) | |||||
| 12 | Type of Reporting Person
OO | |||||
| (1) | This percentage is calculated based on 168,276,662 shares of common stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2023. |
| CUSIP No. 019770 10 6 | 13G | Page 5 of 9 Pages |
| 1 |
Names of Reporting Persons
RTC 2019 Trust | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
California | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 Shares | ||||
| 6 | Shared Voting Power
856,044 Shares | |||||
| 7 | Sole Dispositive Power
0 Shares | |||||
| 8 | Shared Dispositive Power
856,044 Shares | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
856,044 Shares | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.5% (1) | |||||
| 12 | Type of Reporting Person
OO | |||||
| (1) | This percentage is calculated based on 168,276,662 shares of common stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2023. |
| CUSIP No. 019770 10 6 | 13G | Page 6 of 9 Pages |
| Item 1(a). | Name of Issuer: |
Allogene Therapeutics, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
210 East Grand Avenue
South San Francisco, CA 94080
| Item 2(a). | Names of Persons Filing: |
David Chang, M.D., Ph.D.
Chang 2006 Family Trust
JEC 2019 Trust
RTC 2019 Trust
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
The address of David Chang, M.D., Ph.D. is:
1755 Ocean Avenue, #803, Santa Monica, CA 90401
The address of Chang 2006 Family Trust, JEC 2019 Trust and RTC 2019 Trust is:
1755 Ocean Avenue, #803, Santa Monica, CA 90401
| Item 2(c). | Citizenship: |
David Chang: USA
Chang 2006 Family Trust: California
JEC 2019 Trust: California
RTC 2019 Trust: California
| Item 2(d). | Title of Class of Securities: |
Common Stock
| Item 2(e). | CUSIP No.: |
019770 10 6
| Item 3. | Not Applicable. |
| CUSIP No. 019770 10 6 | 13G | Page 7 of 9 Pages |
| Item 4. | Ownership |
The information requested hereinafter is set forth in items 5 through 9 and 11 of the cover page to this Schedule 13G. Ownership is stated as of December 31, 2023. This percentage is calculated based on 168,276,662 shares of common stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2023.
| Reporting Person |
Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class(1) |
|||||||||||||||||||||
| David Chang, M.D. Ph.D. |
7,051,151 | 7,051,151 | 2,913,196 | 7,051,151 | 2,913,196 | 9,964,347 | 5.8 | % | ||||||||||||||||||||
| Chang 2006 Family Trust |
1,201,108 | 0 | 1,201,108 | 0 | 1,201,108 | 1,201,108 | 0.7 | % | ||||||||||||||||||||
| JEC 2019 Trust |
856,044 | 0 | 856,044 | 0 | 856,044 | 856,044 | 0.5 | % | ||||||||||||||||||||
| RTC 2019 Trust |
856,044 | 0 | 856,044 | 0 | 856,044 | 856,044 | 0.5 | % | ||||||||||||||||||||
| (1) | This percentage is calculated based on 168,276,662 shares of common stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2023. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable
| Item 8. | Identification and Classification of Members of the Group |
Not applicable
| Item 9. | Notice of Dissolution of Group |
Not applicable
| CUSIP No. 019770 10 6 | 13G | Page 8 of 9 Pages |
| Item 10. | Certifications |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
| /s/ David Chang |
| David Chang, M.D., Ph.D. |
| Chang 6006 Family Trust | ||
| By: | /s/ David Chang | |
| Name: | David Chang, Co-Trustee | |
| JEC 2019 Trust | ||
| By: | /s/ David Chang | |
| Name: | David Chang, Co-Trustee | |
| RTC 2019 Trust | ||
| By: | /s/ David Chang | |
| Name: | David Chang, Co-Trustee | |