Sec Form 3 Filing - Adelman Robert J @ 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 Adelman Robert J 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) X __ Other (specify below) See Remarks (Last) (First) (Middle) 1700 OWENS STREET, SUITE 595 3. Date of Earliest Transaction (MM/DD/YY) 07/16/2020 (Street) SAN FRANCISCO, CA94158 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 151 I See footnote ( 1 ) Common Stock 461,811 I See footnotes ( 1 ) ( 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 D ( 5 ) Series B Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 490,411 I See footnote ( 4 ) Series C Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 1,052,950 I See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Adelman Robert J 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA94158 X See Remarks venBio Global Strategic Fund, L.P. 1700 OWENS STREET, SUITE 595 SAN FRANCISCO, CA94158 X See Remarks venBio Global Strategic GP, Ltd. 1700 OWENS STREET, SUITE 595 SAN FRANCISCO, CA94158 X See Remarks venBio Global Strategic Fund II L.P. 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA94158 X See Remarks venBio Global Strategic GP, L.P. 1700 OWENS STREET, SUITE 595 SAN FRANCISCO, CA94158 X See Remarks venBio Global Strategic GP II, L.P. 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA94158 X See Remarks venBio Global Strategic GP II, Ltd. 1700 OWENS STREET SUITE 595 SAN FRANCISCO, CA94158 X See Remarks Signatures venBio Global Strategic Fund, L.P., by: venBio Global Strategic GP, L.P., its general partner, by: venBio Global Strategic GP, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact 07/16/2020 Signature of Reporting Person Date venBio Global Strategic GP, L.P., by: venBio Global Strategic GP, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact 07/16/2020 Signature of Reporting Person Date venBio Global Strategic GP, Ltd., by: /s/ David Pezeshki, as attorney-in-fact 07/16/2020 Signature of Reporting Person Date venBio Global Strategic Fund II, L.P., by: venBio Global Strategic GP II, L.P., its general partner, by: venBio Global Strategic GP II, Ltd., its general partner, by: /s/ David Pezeshki, as attorney-in-fact 07/16/2020 Signature of Reporting Person Date venBio Global Strategic GP II, L.P., by: venBio Global Strategic GP II, Ltd., its general partner, by: /s/ David Pezeshki as attorney-in-fact 07/16/2020 Signature of Reporting Person Date venBio Global Strategic GP II, Ltd., by: /s/ David Pezeshki, as attorney-in-fact 07/16/2020 Signature of Reporting Person Date Robert Adelman, by: /s/ David Pezeshki, as attorney-in-fact 07/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held 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. Robert Adelman is a director of venBio Global Strategic GP, Ltd. Each of venBio Global Strategic GP, L.P., venBio Global Strategic GP, Ltd. and Mr. Adelman disclaims beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein. ( 2 )The shares ar e held by venBio SPV, LLC, which is wholly-owned by venBio Global Strategic Fund, L.P. Robert Adelman is a managing director of venBio SPV, LLC and 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 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. Robert Adelman is a director of venBio Global Strategic GP II, Ltd. Each of venBio Global Strategic GP II, LP, venBio Global Strategic GP II, Ltd, and Mr. Adelman disclaims beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein. ( 5 )The shares are held by Robert Adelman directly. ( 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.

Remarks: This Form 3 is being filed in conjunction with the Form 3 filed simultaneously by Corey Goodman, who serves as Executive Chairman on the Issuer's board of directors. Each of the reporting persons may be deemed directors of the Issuer by deputization of Mr. Goodman.

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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