Sec Form 4 Filing - Vivo Capital IX, LLC @ ALX ONCOLOGY HOLDINGS INC - 2020-07-21

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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
Vivo Capital IX, LLC
2. Issuer Name and Ticker or Trading Symbol
ALX ONCOLOGY HOLDINGS INC [ ALXO]
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)
C/O VIVO CAPITAL LLC, 192 LYTTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
07/21/2020
(Street)
PALO ALTO, CA94301
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 07/21/2020 P 789,474 A $ 19 789,474 I See footnote ( 1 )
Common Stock 07/21/2020 C 3,245,048 ( 3 ) A 4,034,522 I See footnote ( 1 )
Common Stock 07/21/2020 P 185,526 A $ 19 185,526 I See footnote ( 4 )
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 C Convertible Preferred Stock ( 2 ) 07/21/2020 C 3,158,851 ( 2 ) ( 2 ) Common Stock 3,158,851 ( 2 ) 0 I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vivo Capital IX, LLC
C/O VIVO CAPITAL LLC
192 LYTTON AVENUE
PALO ALTO, CA94301
X
Vivo Capital Fund IX, L.P.
C/O VIVO CAPITAL LLC
192 LYTTON AVENUE
PALO ALTO, CA94301
X
Vivo Opportunity, LLC
C/O VIVO CAPITAL LLC
192 LYTTON AVENUE
PALO ALTO, CA94301
X
Vivo Opportunity Fund, L.P.
C/O VIVO CAPITAL LLC
192 LYTTON AVENUE
PALO ALTO, CA94301
X
Signatures
/s/ Albert Cha, as a managing member of Vivo Capital IX, LLC 07/21/2020
Signature of Reporting Person Date
/s/ Albert Cha, as a managing member of Vivo Capital IX, LLC, the general partner of VIVO IX LP 07/21/2020
Signature of Reporting Person Date
/s/ Albert Cha, as a managing member of Vivo Opportunity, LLC 07/21/2020
Signature of Reporting Person Date
/s/ Albert Cha, as a managing member of Vivo Opportunity, LLC, the general partner of Vivo Opportunity Fund, L.P. 07/21/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held of record by Vivo Capital Fund IX, L.P. (VIVO IX LP). Vivo Capital IX, LLC (VIVO IX LLC) is the General Partner of VIVO IX LP. As the managing members of Vivo Capital IX, LLC, Frank Kung, Albert Cha, Edgar Engleman, Shan Fu and Chen Yu share voting and dispositive power with respect to the shares held of record by VIVO IX LP but each disclaims beneficial ownership of such shares except to the extent of his individual pecuniary interest therein.
( 2 )Each share of Series C Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date.
( 3 )Includes 86,197 shares of Common Stock issued as payment of accrued dividends upon conversion of the preferred stock on July 21, 2020.
( 4 )The shares are held of record by Vivo Opportunity Fund, L.P. (VOF). Vivo Opportunity, LLC is the general partner of VOF. As the managing members of Vivo Opportunity, LLC, Albert Cha, Gaurav Aggarwal, Shan Fu, Frank Kung and Michael Chang share voting and dispositive power with respect to the shares held of record by VIVO IX LP but each disclaims beneficial ownership of such shares except to the extent of his individual pecuniary interest therein.

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