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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Allogene Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (the "Common Stock") (Title of Class of Securities) |
019770106 (CUSIP Number) |
Margaret M. Madden, Esq 66 Hudson Boulevard East, New York, NY, 10001 212-733-2323 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. | 019770106 |
| 1 |
Name of reporting person
Pfizer Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
22,032,040.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Percent of class represented by amount in row (11) is calculated based upon 224,730,144 shares of common stock, $0.001 par value per share, outstanding as of November 4, 2025, as reported by the Issuer on the cover of its Form 10-Q for the quarterly period ended September 30, 2025 and filed with the U.S. Securities and Exchange Commission on November 6, 2025 (the "Form 10-Q"). The decrease in the percentage of shares of Common Stock held by the Reporting Person reported on this Amendment No. 4 resulted solely from the increase in the number of shares of Common Stock reported as outstanding by the Issuer in the Form 10-Q.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share (the "Common Stock") | |
| (b) | Name of Issuer:
Allogene Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
210 East Grand Avenue, South San Francisco,
CALIFORNIA
, 94080. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 4 (this "Amendment No. 4") to the statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the "Commission") on October 22, 2018, as amended by Amendment No. 1 filed on September 17, 2021, Amendment No. 2 filed on April 7, 2022 and Amendment No. 3 filed on October 25, 2023 (the "Schedule 13D"), relates to the common stock, par value $0.001 per share (the "Common Stock"), of Allogene Therapeutics, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 210 East Grand Avenue, South San Francisco, California 94080. The Issuer's shares of Common Stock are listed on The Nasdaq Stock Market LLC under the ticker symbol "ALLO".
Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 4 shall have the meanings ascribed to them in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 2. | Identity and Background | |
| (a) | No amendment to this Item is being made. | |
| (b) | The principal business address of Pfizer is 66 Hudson Boulevard East, New York, New York 10001-2192 | |
| (c) | No amendment to this Item is being made. | |
| (d) | No amendment to this Item is being made. | |
| (e) | No amendment to this Item is being made. | |
| (f) | No amendment to this Item is being made. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
No amendment to this Item is being made. | ||
| Item 4. | Purpose of Transaction | |
No amendment to this Item is being made. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The paragraphs captioned (a) - (b) of Item 5 of the Schedule 13D are hereby superseded by the following paragraphs:
(a)--(b) The information related to the beneficial ownership of Common Stock by the Reporting Person set forth in Rows 7 through 13 of the cover page hereto is incorporated by reference. The decrease in the percentage of shares of Common Stock held by the Reporting Person reported on this Amendment No. 4 resulted solely from the increase in the number of shares of Common Stock reported as outstanding by the Issuer in the Form 10-Q for the quarterly period ended September 30, 2025 as filed with the U.S. Securities and Exchange Commission on November 6, 2025. | |
| (b) | See (a). | |
| (c) | The paragraph captioned (c) in the Schedule 13D is hereby supersed by the following paragraph: (c) Except as reported in the Schedule 13D, neither the Reporting Person nor any of the Individuals listed on Schedule I has effected any transactions in the Common Stock during the past sixty (60) days. | |
| (d) | No amendment to this Item is being made. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
No amendment to this Item is being made. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Schedule I: Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of Pfizer Inc. | ||
| 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.
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Schedule I
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of Pfizer
The business address of each director and executive officer is c/o Pfizer Inc., 66 Hudson Boulevard East, New York, NY 10001. Unless otherwise indicated, each director and executive officer is a citizen of the United States.
| NAME AND POSITION | PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT | ||||
Albert Bourla, DVM, Ph.D. Chairman and Chief Executive Officer | Chairman and Chief Executive Officer, Pfizer. | ||||
Ronald E. Blaylock Independent Director | Founder, Managing Partner of GenNx360 Capital Partners. | ||||
Mortimer J. Buckley Independent Director | Former Chairman and Chief Executive Officer of Vanguard Group Inc. | ||||
Susan Desmond-Hellmann, M.D., M.P.H. Independent Director | Former Chief Executive Officer of the Bill & Melinda Gates Medical Research Institute. | ||||
Joseph J. Echevarria Independent Director | Retired Chief Executive Officer of Deloitte LLP. | ||||
Scott Gottlieb, M.D. Independent Director | Partner, New Enterprise Associates, Inc.’s Healthcare Investment Team and Senior Fellow of the American Enterprise Institute. | ||||
Susan Hockfield, Ph.D. Independent Director | Professor of Neuroscience and President Emerita, Massachusetts Institute of Technology. | ||||
Dan R. Littman, M.D., Ph.D. Independent Director | Helen L. and Martin S. Kimmel Professor of Molecular Immunology, Department of Pathology at NYU Grossman School of Medicine. Investigator of the Howard Hughes Medical Institute. | ||||
Shantanu Narayen Lead Independent Director | Chairman and Chief Executive Officer of Adobe Inc. | ||||
Suzanne Nora Johnson Independent Director | Retired Vice Chairman, Goldman Sachs Group, Inc. | ||||
James Quincey Independent Director | Chairman and Chief Executive Officer, The Coca-Cola Company. Country of citizenship United Kingdom. | ||||
James C. Smith Independent Director | Chairman of the Thomson Reuters Foundation. Retired President and Chief Executive Officer of Thomson Reuters Corporation. | ||||
Cyrus Taraporevala Independent Director | Former President and Chief Executive Officer of State Street Global Advisors. | ||||
Andrew Baum Chief Strategy and Innovation Officer, Executive Vice President | Chief Strategy and Innovation Officer, Executive Vice President, Pfizer. Country of citizenship United Kingdom | ||||
Chris Boshoff, FRCP, FMedSci, Ph.D. Chief Scientific Officer and President, Research & Development | Chief Scientific Officer and President, Research & Development, Pfizer. | ||||
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Alexandre de Germay Chief International Commercial Officer, Executive Vice President | Chief International Commercial Officer, Executive Vice President., Pfizer. Country of citizenship France. | ||||
David M. Denton Chief Financial Officer, Executive Vice President | Chief Financial Officer, Executive Vice President, Pfizer. | ||||
Lidia Fonseca Chief Digital and Technology Officer, Executive Vice President | Chief Digital and Technology Officer, Executive Vice President, Pfizer. | ||||
Douglas M. Lankler Chief Legal Officer, Executive Vice President | Chief Legal Officer, Executive Vice President, Pfizer. | ||||
Aamir Malik Chief U.S. Commercial Officer, Executive Vice President | Chief U.S. Commercial Officer, Executive Vice President, Pfizer. | ||||
Michael McDermott Chief Global Supply Officer, Executive Vice President | Chief Global Supply Officer, Executive Vice President, Pfizer. | ||||
Payal Sahni Becher Chief People Experience Officer, Executive Vice President | Chief People Experience Officer, Executive Vice President, Pfizer. | ||||
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