0000903423-18-000561.txt : 20181017
0000903423-18-000561.hdr.sgml : 20181017
20181017171022
ACCESSION NUMBER: 0000903423-18-000561
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181015
FILED AS OF DATE: 20181017
DATE AS OF CHANGE: 20181017
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38693
FILM NUMBER: 181126918
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38693
FILM NUMBER: 181126919
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38693
FILM NUMBER: 181126920
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
4
1
allogene.xml
OWNERSHIP DOCUMENT
X0306
4
2018-10-15
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
Common Stock
2018-10-15
4
C
0
22460061
0.00
A
22460061
I
See Explanation of Responses
Common Stock
2018-10-15
4
P
0
675000
18.00
A
23135061
I
See Explanation of Responses
Series A Preferred Stock
2018-10-15
4
C
0
4278107
0.00
D
Common Stock
22460061
0
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 15,423,372 shares of Common Stock ("Common Stock") 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 7,711,689 shares of Common Stock.
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.
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.
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.
(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.
/s/ Michael LaGatta, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7)
2018-10-17
/s/ Bradford Berenson on behalf of David Bonderman (7)(8)
2018-10-17
/s/ Bradford Berenson on behalf of James G. Coulter (7)(8)
2018-10-17