Sec Form 4 Filing - Alta Partners NextGen Fund I Management, LLC @ Allakos Inc. - 2021-01-04

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 Alta Partners NextGen Fund I Management, LLC 2. Issuer Name and Ticker or Trading Symbol Allakos Inc. [ ALLK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) FOUR EMBARCADERO CENTER, SUITE 2100 3. Date of Earliest Transaction (MM/DD/YY) 01/04/2021 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 01/04/2021 J( 1 ) 486,230 D $ 0 2,071,147 I See Footnote ( 2 ) Common Stock 01/04/2021 J( 1 ) 102,651 A $ 0 102,651 I By APNG I Management Common Stock 01/04/2021 J( 3 ) 102,651 D $ 0 0 I By APNG I Management Common Stock 01/04/2021 J( 4 ) 1,513,770 D $ 0 6,448,053 I See Footnote ( 5 ) Common Stock 01/04/2021 J( 4 ) 339,084 A $ 0 339,084 I By Alta Management VIII Common Stock 01/04/2021 J( 6 ) 339,084 D $ 0 0 I By Alta Management VIII

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 Alta Partners NextGen Fund I Management, LLC FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO, CA94111 X Alta Partners VIII, L.P. FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO, CA94111 X Alta Partners Management VIII, LLC FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO, CA94111 X Alta Partners NextGen Fund I, L.P. FOUR EMBARCADERO CENTER SUITE 2100 SAN FRANCISCO, CA94111 X Signatures /s/ Daniel Janney, Managing Director, Alta Partners NextGen Fund I Management, LLC 01/06/2021 Signature of Reporting Person Date /s/ Daniel Janney, Managing Director, AltaPartners VIII, L.P. 01/06/2021 Signature of Reporting Person Date /s/ Daniel Janney, Managing Director, Alta Partner Management VIII, LLC 01/06/2021 Signature of Reporting Person Date /s/ Daniel Janney, Managing Director, Alta Partners NextGen Fund I, L.P. 01/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Alta Partners NextGen Fund I L.P. ("APNG I"), without consideration, to its general partner and limited partners. ( 2 )The shares are directly held by APNG I and are indirectly held by Alta Partners NextGen Fund I Management, LLC ("APNG I Management"), which is the general partner of APNG I. APNG I Management disclaims beneficial ownership of all shares held by APNG I, except to the extent of its pecuniary interest therein. ( 3 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by APNG I Management, without consideration, to its members. ( 4 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Alta Partners VIII, L.P. ("Alta VIII") without consideration, to its general partner and limited partners. ( 5 )The shares are directly held by Alta VIII and are indirectly held by Alta Partners Management VIII, LLC ("Alta Management VIII"), which is the general partner of Alta VIII. Alta Management VIII disclaims beneficial ownership of all shares held by Alta VIII, except to the extent of its pecuniary interest therein. ( 6 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Alta Management VIII, without consideration, to its members.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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