Sec Form 3 Filing - GOODMAN COREY S @ ALX ONCOLOGY HOLDINGS INC - 2020-07-16

FORM 3 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 GOODMAN COREY S 2. Issuer Name and Ticker or Trading Symbol ALX ONCOLOGY HOLDINGS INC [ ALXO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O VENBIO PARTNERS, LLC, 1700 OWENS STREET, SUITE 595 3. Date of Earliest Transaction (MM/DD/YY) 07/16/2020 (Street) SAN FRANCISCO, CA94010 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 151 I See footnote ( 1 ) Common Stock 461,811 I See footnote ( 2 )

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 Series A Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 3,100,020 I See footnote ( 1 ) Series A Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 2,398,588 I See footnote ( 4 ) Series A Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 78,175 I See footnote ( 5 ) Series B Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 490,411 I See footnote ( 4 ) Series B Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 15,794 I See footnote ( 5 ) Series C Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 1,052,950 I See footnote ( 4 ) Series C Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 52,647 I See footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOODMAN COREY S C/O VENBIO PARTNERS, LLC 1700 OWENS STREET, SUITE 595 SAN FRANCISCO, CA94010 X X Executive Chairman Signatures /s/ Peter Garcia, by power of attorney 07/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held of record by venBio Global Strategic Fund, L.P. venBio Global Strategic GP, L.P. is the general partner of venBio Global Strategic Fund, L.P. and venBio Global Strategic GP, Ltd. is the general partner of venBio Global Strategic GP, L.P. The reporting person, a director of venBio Global Strategic GP, Ltd., disclaims beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein. ( 2 )The shares are held of record by venBio SPV, LLC, which is wholly-owned by venBio Global Strategic Fund, L.P. The reporting person, a managing director of venBio SPV, LLC, disclaims beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein. ( 3 )Each share of Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. ( 4 )The shares are held of record by venBio Global Strategic Fund II, L.P. venBio Global Strategic GP II, LP is the sole general partner of venBio Global Strategic Fund II, LP and venBio Global Strategic GP II, Ltd. is the sole general partner of venBio Global Strategic GP II, L.P. The reporting person, a director of venBio Global Strategic GP II, Ltd., disclaims beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein. ( 5 )The shares are held of record by the Goodman Barinaga Trust for which the reporting person serves as trustee. ( 6 )Each share of Series B Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. ( 7 )Each share of Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. ( 8 )The shares are held of record by Emaldi Corporation for which the reporting person serves as a director. The reporting person disclaims beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein.

Remarks: Exhibit 24 - Power of Attorney

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).

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