Sec Form 4 Filing - MCKEARN JOHN P @ Allakos Inc. - 2021-02-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MCKEARN JOHN P
 2. Issuer Name and Ticker or Trading Symbol
Allakos Inc. [ ALLK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
101 S. HANLEY ROAD, SUITE 1850 		3. Date of Earliest Transaction (MM/DD/YY)
02/18/2021
(Street)
ST. LOUIS, MO63105 		4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/18/2021 J( 1 ) 47,494 D $ 0 4,887,932 I See footnote ( 2 ) ( 3 ) ( 4 ) ( 5 )
Common Stock 02/18/2021 J( 1 ) 8,016 A $ 0 8,639 I By John P. McKearn Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY) 		7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCKEARN JOHN P
101 S. HANLEY ROAD
SUITE 1850
ST. LOUIS, MO63105		 X
Signatures
/s/ John P. McKearn 02/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects a distribution of shares in kind, without consideration, by RiverVest Venture Partners II, L.P. ("RiverVest Partners II"), RiverVest Venture Partners III, L.P. ("RiverVest Partners III"), and RiverVest 3x5 Managers II, L.P. ("3x5 Managers II") to each entity's respective limited partners.
( 2 )Consists of (i) shares held of record by RiverVest Venture Fund II, L.P ("RiverVest II"), (ii) shares held of record by RiverVest Venture Fund II (Ohio), L.P. ("RiverVest (Ohio) II"), (iii) shares held of record by RiverVest Venture Fund III, L.P ("RiverVest III"), (iv) shares held of record by RiverVest Venture Fund III (Ohio), L.P. ("RiverVest (Ohio) III"), (v) shares held of record by 3x5 RiverVest Fund II, L.P. ("3x5 II"), and (vi) shares held of record by 3x5 RiverVest Fund II-B, L.P. ("3x5 II-B"). The shares held by RiverVest II are indirectly held by RiverVest Partners II, which is the general partner of RiverVest II. The shares held by RiverVest (Ohio) II are indirectly held by RiverVest Venture Partners II (Ohio), LLC ("RiverVest Partners (Ohio) II"), which is the general partner of RiverVest (Ohio) II.
( 3 )(Continued from footnote 2) RiverVest Partners II is the sole member of RiverVest Partners (Ohio) II. RiverVest Venture Partners II, LLC is the general partner of RiverVest Partners II. The Reporting Person is an Authorized Person of RiverVest Venture Partners II, LLC and may be deemed to share dispositive voting and investment power with respect to the shares held by RiverVest II and RiverVest (Ohio) II. The shares held by RiverVest III are indirectly held by RiverVest Partners III, which is the general partner of RiverVest III. The shares held by RiverVest (Ohio) III are indirectly held by RiverVest Venture Partners III (Ohio), LLC ("RiverVest Partners (Ohio) III"), which is the general partner of RiverVest (Ohio) III. RiverVest Partners III is the sole member of RiverVest Partners (Ohio) III. RiverVest Venture Partners III, LLC is the general partner of RiverVest Partners III.
( 4 )(Continued from footnote 3) The Reporting Person is a Manager of RiverVest Venture Partners III, LLC and may be deemed to share dispositive voting and investment power with respect to the shares held by RiverVest III and RiverVest (Ohio) III. The shares held by 3x5 II and 3x5 II-B are indirectly held by 3x5 RiverVest Partners II, LLC ("3x5 Partners II"), which is the general partner of 3x5 II and 3x5 II-B. 3x5 Managers II is a Member of 3x5 Partners II. RiverVest 3x5 Managers II, LLC is the general partner of 3x5 Managers II. The Reporting Person is a Member of RiverVest 3x5 Managers II, LLC and may be deemed to share dispositive voting and investment power with respect to the shares held by 3x5 II and 3x5 II-B. The Reporting Person disclaims beneficial ownership of all shares held by RiverVest II, RiverVest (Ohio) II, RiverVest III, RiverVest (Ohio) III, 3x5 II and 3x5 II-B except to the extent of his pecuniary interests therein.
( 5 )The 4,887,932 shares consists of (i) 694,669 shares held of record by RiverVest II, (ii) 188,685 shares held of record by RiverVest (Ohio) II, (iii) 2,341,594 shares held of record by RiverVest III, (iv) 124,275 shares held of record by RiverVest (Ohio) III, (v) 1,483,103 shares held of record by 3x5 II, and (vi) 55,606 shares held of record by 3x5 II-B.

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