UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
ALLOGENE THERAPEUTICS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
019770 10 6
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 019770 10 6 | 13G | Page 2 of 10 Pages |
| 1 |
Names of Reporting Persons
Arie Belldegrun, M.D. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
United States of America and Israel | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
35,000 Shares | ||||
| 6 | Shared Voting Power
11,879,389 Shares (1) | |||||
| 7 | Sole Dispositive Power
35,000 Shares | |||||
| 8 | Shared Dispositive Power
11,879,389 Shares (1) | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,914,389 Shares | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
9.8% (2) | |||||
| 12 | Type of Reporting Person
IN | |||||
| (1) | Includes (a) 488,250 shares of common stock beneficially owned by Bellco Capital, LLC, of which Dr. Belldegrun is a manager, (b) 3,710,006 shares of common stock beneficially owned by Arie & Rebecka Belldegrun, as Trustees of the Belldegrun Family Trust, (c) 5,989,352 shares of common stock beneficially owned by VVAG Special Fund LLC (VVAG), of which VVAG LLC is the manager, of which Dr. Belldegrun serves as a senior managing director and (d) 1,691,781 shares of common stock beneficially owned by Vida Ventures LLC (Vida), of which VV Manager LLC is the manager, of which Dr. Belldegrun is a Senior Managing Director. Dr. Belldegrun disclaims beneficial ownership of the shares held VVAG and Vida, except to the extent of any pecuniary interest therein. |
| (2) | This percentage is calculated based on 121,482,671 shares of common stock outstanding as of November 15, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 21, 2018. |
| CUSIP No. 019770 10 6 | 13G | Page 3 of 10 Pages |
| 1 |
Names of Reporting Persons
Arie & Rebecka Belldegrun, as Trustees of the Belldegrun Family Trust | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
California | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 Shares | ||||
| 6 | Shared Voting Power
3,710,006 Shares | |||||
| 7 | Sole Dispositive Power
0 Shares | |||||
| 8 | Shared Dispositive Power
3,710,006 Shares | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,710,006 Shares | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
3.1% (1) | |||||
| 12 | Type of Reporting Person
OO | |||||
| (1) | This percentage is calculated based on 121,482,671 shares of common stock outstanding as of November 15, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 21, 2018. |
| CUSIP No. 019770 10 6 | 13G | Page 4 of 10 Pages |
| 1 |
Names of Reporting Persons
Bellco Capital, LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
488,250 Shares | ||||
| 6 | Shared Voting Power
0 Shares | |||||
| 7 | Sole Dispositive Power
488,250 Shares | |||||
| 8 | Shared Dispositive Power
0 Shares | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
488,250 Shares | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
0.4% (1) | |||||
| 12 | Type of Reporting Person
OO | |||||
| (1) | This percentage is calculated based on 121,482,671 shares of common stock outstanding as of November 15, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 21, 2018. |
| CUSIP No. 019770 10 6 | 13G | Page 5 of 10 Pages |
| 1 |
Names of Reporting Persons
VVAG Special Fund LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 Shares | ||||
| 6 | Shared Voting Power
5,989,352 Shares | |||||
| 7 | Sole Dispositive Power
0 Shares | |||||
| 8 | Shared Dispositive Power
5,989,352 Shares | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,989,352 Shares | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
4.9% (1) | |||||
| 12 | Type of Reporting Person
OO | |||||
| (1) | This percentage is calculated based on 121,482,671 shares of common stock outstanding as of November 15, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 21, 2018. |
| CUSIP No. 019770 10 6 | 13G | Page 6 of 10 Pages |
| 1 |
Names of Reporting Persons
Vida Ventures LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Nevada | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
0 Shares | ||||
| 6 | Shared Voting Power
1,691,781 Shares | |||||
| 7 | Sole Dispositive Power
0 Shares | |||||
| 8 | Shared Dispositive Power
1,691,781 Shares | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,691,781 Shares | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row (9)
1.4% (1) | |||||
| 12 | Type of Reporting Person
OO | |||||
| (1) | This percentage is calculated based on 121,482,671 shares of common stock outstanding as of November 15, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 21, 2018. |
| CUSIP No. 019770 10 6 | 13G | Page 7 of 10 Pages |
| Item 1(a). | Name of Issuer:
Allogene Therapeutics, Inc. | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices:
210 East Grand Avenue South San Francisco, CA 94080 | |
| Item 2(a). | Names of Persons Filing:
Arie Belldegrun, M.D. Arie & Rebecka Belldegrun, as Trustees of the Belldegrun Family Trust (the “Belldegrun Trust”) Bellco Capital LLC VVAG Special Fund LLC Vida Ventures LLC | |
| Item 2(b). | Address of Principal Business Office, or, if none, Residence:
The address of Arie Belldegrun, M.D., and the Belldegrun Trust is: 811 Strada Vecchia Road, Los Angeles, CA 90077
The address of VVAG Special Fund LLC and Vida Ventures LLC is: 40 Broad Street, #201, Boston, MA 02109
The address of Bellco Capital LLC is: 2049 Century Park East, Suite 1940 Los Angeles, CA 90067 | |
| Item 2(c). | Citizenship:
Arie Belldegrun: USA and Israel Belldegrun Trust: California Bellco Capital LLC: Delaware VVAG Special Fund LLC: Delaware Vida Ventures LLC: Nevada | |
| Item 2(d). | Title of Class of Securities:
Common Stock | |
| Item 2(e). | CUSIP No.:
019770 10 6 | |
| Item 3. | Not Applicable. | |
| CUSIP No. 019770 10 6 | 13G | Page 8 of 10 Pages |
| Item 4. | Ownership |
The information requested hereinafter is set forth in items 5 through 9 and 11 of the cover page to this Schedule 13G. Ownership is stated as of December 31, 2018. The ownership percentage is based on 121,482,671 shares of common stock outstanding as of November 15, 2018, as reported in the Issuer’s quarterly report on Form 10-Q filed November 21, 2018.
| Reporting Person |
Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class(1) |
|||||||||||||||||||||
| Arie Belldegrun |
35,000 | 35,000 | 11,879,389 | 35,000 | 11,879,389 | 11,914,389 | 9.8 | % | ||||||||||||||||||||
| Arie and Rebecka Belldegrun, as Trustees of the Belldegrun Family Trust |
3,710,006 | 0 | 3,710,006 | 0 | 3,710,006 | 3,710,006 | 3.1 | % | ||||||||||||||||||||
| Bellco Capital, LLC |
488,250 | 0 | 488,250 | 0 | 488,250 | 488,250 | 0.4 | % | ||||||||||||||||||||
| VVAG Special Fund LLC |
5,989,352 | 0 | 5,989,352 | 0 | 5,989,352 | 5,989,352 | 4.9 | % | ||||||||||||||||||||
| Vida Ventures LLC |
1,691,781 | 0 | 1,691,781 | 0 | 1,691,781 | 1,691,781 | 1.4 | % | ||||||||||||||||||||
| (1) | This percentage is calculated based on 121,482,671 shares of common stock outstanding as of November 15, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 21, 2018. |
| Item 5. | Ownership of Five Percent or Less of a Class. | |
| If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐ | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |
| Not applicable | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person | |
| Not applicable | ||
| Item 8. | Identification and Classification of Members of the Group | |
| Not applicable | ||
| Item 9. | Notice of Dissolution of Group | |
| Not applicable | ||
| CUSIP No. 019770 10 6 | 13G | Page 9 of 10 Page |
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2019
| /s/ Arie Belldegrun |
| Arie Belldegrun, M.D. |
| Belldegrun Family Trust | ||
| By: | /s/ Arie Belldegrun | |
| Name: | Arie Belldegrun, Trustee | |
| Bellco Capital LLC | ||
| By: | /s/ Arie Belldegrun | |
| Name: | Arie Belldegrun, Manager | |
| VVAG Special Fund LLC By: VVAG LLC, its Manager | ||
| By: | /s/ Arie Belldegrun | |
| Name: | Arie Belldegrun, Senior Managing Director | |
| Vida Ventures LLC By: VV Manager LLC, its Manger | ||
| By: | /s/ Arie Belldegrun | |
| Name: | Arie Belldegrun, Senior Managing Director | |
| CUSIP No. 019770106 | 13G | Page 1 0 of 10 Pages |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Allogene Therapeutics, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
Dated: February 13, 2019
| /s/ Arie Belldegrun |
| Arie Belldegrun, M.D. |
| Belldegrun Family Trust | ||
| By: | /s/ Arie Belldegrun | |
| Name: | Arie Belldegrun, Trustee | |
| Bellco Capital LLC | ||
| By: | /s/ Arie Belldegrun | |
| Name: | Arie Belldegrun, Manager | |
| VVAG Special Fund LLC By: VVAG LLC, its Manager | ||
| By: | /s/ Arie Belldegrun | |
| Name: | Arie Belldegrun, Senior Managing Director | |
| Vida Ventures LLC By: VV Manager LLC, its Manger | ||
| By: | /s/ Arie Belldegrun | |
| Name: | Arie Belldegrun, Senior Managing Director | |