0000903423-18-000546.txt : 20181010 0000903423-18-000546.hdr.sgml : 20181010 20181010195302 ACCESSION NUMBER: 0000903423-18-000546 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181010 FILED AS OF DATE: 20181010 DATE AS OF CHANGE: 20181010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc. CENTRAL INDEX KEY: 0001495741 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38693 FILM NUMBER: 181117120 BUSINESS ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-4000 MAIL ADDRESS: STREET 1: C/O TPG GLOBAL, LLC STREET 2: 301 COMMERCE STREET, SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BONDERMAN DAVID CENTRAL INDEX KEY: 0000860866 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38693 FILM NUMBER: 181117121 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COULTER JAMES G CENTRAL INDEX KEY: 0001099776 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38693 FILM NUMBER: 181117122 MAIL ADDRESS: STREET 1: 301 COMMERCE STREET STREET 2: SUITE 3300 CITY: FORT WORTH STATE: TX ZIP: 76102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Allogene Therapeutics, Inc. CENTRAL INDEX KEY: 0001737287 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 823562771 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 210 EAST GRAND AVENUE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: (650) 457-2700 MAIL ADDRESS: STREET 1: 210 EAST GRAND AVENUE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 3 1 allogene.xml OWNERSHIP DOCUMENT X0206 3 2018-10-10 0 0001737287 Allogene Therapeutics, Inc. ALLO 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Series A Preferred Stock Common Stock 22460061 I See Explanation of Responses 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 2,852,071 shares of Series A Preferred Stock ("Series A Preferred") of Allogene Therapeutics, Inc. (the "Issuer"). 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 1,426,036 shares of Series A Preferred. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Series A Preferred are convertible, at the option of the holder, at any time into shares Common Stock, $0.001 par value per share, of the Issuer ("Common Stock"), at an initial conversion rate equal to one share of Common Stock per share of Series A Preferred. The initial conversion rate has been adjusted as a result of a 1-for-5.25 forward stock split of the Issuer's Common Stock. 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. 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. (6) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (7) 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. /s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (6) 2018-10-10 /s/ Bradford Berenson on behalf of David Bonderman (6)(7) 2018-10-10 /s/ Bradford Berenson on behalf of James G. Coulter (6)(7) 2018-10-10