UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Allogene Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
019770106
(CUSIP Number)
Adam Fliss
TPG Global, LLC
301 Commerce Street, Suite 3300
Fort Worth, TX 76102
(817) 871-4000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 14, 2019
(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. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
*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 disclosures provided in a prior cover page.
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).
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CUSIP No. 019770106
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SCHEDULE 13D
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
TPG Group Holdings (SBS) Advisors, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES
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7
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SOLE VOTING POWER
- 0 -
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BENEFICIALLY OWNED BY
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8
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SHARED VOTING POWER
21,216,306 (See Items 3, 4 and 5)
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EACH REPORTING PERSON
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9
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SOLE DISPOSITIVE POWER
- 0 -
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WITH
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10
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SHARED DISPOSITIVE POWER
21,216,306 (See Items 3, 4 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,216,306 (See Items 3, 4 and 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5% (See Item 5)*
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14
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TYPE OF REPORTING PERSON
CO
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| * |
The calculation is based on 121,539,320 shares of Common Stock (as defined below) outstanding as of May 3, 2019, as reported in the Quarterly Report on Form 10-Q filed by
the Issuer (as defined below) with the Securities and Exchange Commission (the “Commission”) on May 7, 2019.
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CUSIP No. 019770106
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SCHEDULE 13D
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
David Bonderman
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES
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7
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SOLE VOTING POWER
-0-
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BENEFICIALLY OWNED BY
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8
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SHARED VOTING POWER
21,216,306 (See Items 3, 4 and 5)
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EACH REPORTING PERSON
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9
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SOLE DISPOSITIVE POWER
-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
21,216,306 (See Items 3, 4 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,216,306 (See Items 3, 4 and 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5% (See Item 5)*
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14
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TYPE OF REPORTING PERSON
IN
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The calculation is based on 121,539,320 shares of Common Stock outstanding as of May 3, 2019, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with
the Commission on May 7, 2019.
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CUSIP No. 019770106
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SCHEDULE 13D
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Page 4 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
James G. Coulter
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF SHARES
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7
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SOLE VOTING POWER
-0-
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BENEFICIALLY OWNED BY
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8
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SHARED VOTING POWER
21,216,306 (See Items 3, 4 and 5)
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EACH REPORTING PERSON
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9
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SOLE DISPOSITIVE POWER
-0-
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WITH
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10
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SHARED DISPOSITIVE POWER
21,216,306 (See Items 3, 4 and 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,216,306 (See Items 3, 4 and 5)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5% (See Item 5)*
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14
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TYPE OF REPORTING PERSON
IN
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| * |
The calculation is based on 121,539,320 shares of Common Stock outstanding as of May 3, 2019, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with
the Commission on May 7, 2019.
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Page 4 of 7 Pages
This Amendment No. 1 (the “Amendment”) amends and
supplements the Schedule 13D filed by the Reporting Persons on October 25, 2018 (the “Original Schedule 13D” and, as amended and supplemented by this Amendment, the “Schedule 13D”), with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to
them in the Original Schedule 13D.
Item 2. Identity and Background.
This Amendment amends and restates the second paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below:
“Group Advisors is the sole member of TPG Group Holdings (SBS) Advisors, LLC, a Delaware limited liability company, which is the general
partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited
partnership, which is the sole member of each of (i) TPG GenPar VII Advisors, LLC, a Delaware limited liability company and (ii) The Rise Fund GenPar Advisors, LLC, a Delaware limited liability company. TPG GenPar VII Advisors, LLC is the
general partner of TPG GenPar VII, L.P., a Delaware limited partnership, which is the general partner of TPG Carthage Holdings, L.P., a Delaware limited partnership, which directly holds 14,144,202 shares of Common Stock. The Rise Fund GenPar
Advisors, LLC is the general partner of The Rise Fund GenPar, L.P., a Delaware limited partnership, which it the general partner of The Rise Fund Carthage, L.P., a Delaware limited partnership (together with TPG Carthage Holdings, L.P., the “TPG Funds”), which directly holds 7,072,104 shares of Common Stock.”
Item 4. Purpose of Transaction.
This Amendment amends and supplements Item 4 of the Original Schedule 13D by inserting the following after the paragraph titled “Investor Rights Agreement”:
“May 2019 Offering
On May 14, 2019, the TPG Funds sold an aggregate of 1,918,755 shares of Common Stock at a price of $29.38 per share pursuant to Rule 144
under the Securities Act of 1933, as amended.”
Item 5. Interest in Securities of the Issuer.
This Amendment amends and restates the second paragraph of Item 5 of the Original Schedule 13D in its entirety as set forth below:
“(a)-(b) The following sentence is based on 121,539,320 shares of Common Stock outstanding as of May 3, 2019, as reported in the
Quarterly Report on Form 10-Q filed by the Issuer with the Commission on May 7, 2019. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 21,216,306 shares of Common Stock, which constitutes
approximately 17.5% of the outstanding shares of Common Stock.”
Page 5 of 7 Pages
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: May 15, 2019
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TPG Group Holdings (SBS) Advisors, Inc.
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By:
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/s/ Michael LaGatta
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Name:
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Michael LaGatta
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Title:
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Vice President
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David Bonderman
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By:
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/s/ Bradford Berenson | |||
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Name:
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Bradford Berenson on behalf of David Bonderman (1)
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James G. Coulter
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By:
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/s/ Bradford Berenson | |||
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Name:
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Bradford Berenson on behalf of James G. Coulter (2)
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(1) Bradford Berenson is signing on behalf of Mr. Bonderman pursuant to an authorization and designation letter dated March 13, 2018, which was
previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Bonderman on April 2, 2018 (SEC File No. 005-90172).
(2) Bradford Berenson is signing on behalf of Mr. Coulter pursuant to an authorization and designation letter dated March 13, 2018, which was
previously filed with the Commission as an exhibit to a Schedule 13G filed by Mr. Coulter on April 2, 2018 (SEC File No. 005-90172).
INDEX TO EXHIBITS
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Agreement of Joint Filing by TPG Advisors II, Inc., TPG Advisors III, Inc., TPG Advisors V, Inc., TPG Advisors VI, Inc., T3 Advisors, Inc., T3 Advisors II, Inc., TPG
Group Holdings (SBS) Advisors, Inc., David Bonderman and James G. Coulter, dated as of February 14, 2011 (incorporated herein by reference to Exhibit 1 to Schedule 13G filed by TPG Group Holdings (SBS) Advisors, Inc., David Bonderman
and James G. Coulter on February 14, 2011).
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| 2. |
Form of Lock-Up Agreement by and among certain stockholders and the directors and officers of the Issuer and the Representatives (incorporated by reference to Annex I of
Exhibit 1.1 to the Issuer’s Registration Statement on Form S-1/A filed with the Commission on October 2, 2018).
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| 3. |
Investors’ Rights Agreement, dated as of April 6, 2018, by and among the Issuer and certain stockholders listed in Schedule A thereto (incorporated by reference to
Exhibit 4.2 to Issuer’s Registration Statement on Form S-1 filed with the Commission on September 14, 2018).
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