SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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checkbox unchecked Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
checkbox unchecked Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Douglas Earl Martin

(Last) (First) (Middle)
210 EAST GRAND AVE

(Street)
SOUTH SAN FRANCISCO 94080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Allogene Therapeutics, Inc. [ ALLO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
checkbox checked Officer (give title below) Other (specify below)
SVP, General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/21/2024 F 28,310(1) D $2.785(2) 449,324 D
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. Represents the number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plan to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.75 to $2.85, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
Remarks:
Exhibits: Power of Attorney
/s/Earl Douglas 08/23/2024
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes
and appoints each of Geoffrey Parker, Annie Yoshiyama, and Lillian Smith of
Allogene Therapeutics, Inc. (the Company), signing individually, the
undersigneds true and lawful attorney-in fact and agent to:
(1) execute for and on behalf of the undersigned, an officer, director or
holder of 10% of more of a registered class of securities of the Company,
Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the Exchange Act) and the rules
thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute such Form 3, 4
or 5, complete and execute any amendment or amendments thereto, and timely
file such forms or amendments with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit, in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by such attorney-in-fact on
behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-facts discretion.
     The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in- facts substitute or substitutes,
shall lawfully have done, do, or cause to be done by virtue of this power
of attorney and the rights and powers herein granted. The undersigned
acknowledges that each of the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is
the Company assuming, any of the undersigneds responsibilities to comply
with Section 16 of the Exchange Act.
     This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) the undersigned is no longer required to file
Forms 3, 4 and 5 with respect to the undersigneds holdings of and
transactions in securities issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the foregoing attorney-in-fact
or (c) until such attorney-in-fact shall no longer be employed by the
Company.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as
	.

(Signature)

 Earl Douglas	 (Name: Printed or Typed)