UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
(Amendment No. 1)*
ALLOGENE THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
019770 106
(CUSIP Number)
Margaret M. Madden, Esq.
Senior Vice President and Corporate Secretary,
Chief Governance Counsel
Pfizer Inc.
235 East 42nd Street
New York, New York 10017
(212) 733-2323
Copy to:
DLA Piper LLP (US)
The Marbury Building
6225 Smith Ave
Baltimore, MD 21209-3600
(410) 580-3000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Authorized to Receive Notices and Communications)
September 10, 2021
(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 for other parties to whom copies are to be sent.
* 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).
| CUSIP NO: 019770 106 | Page 2 of 8 | ||||||||||
| 1. | NAMES OF REPORTING PERSONS Pfizer Inc. (“Pfizer”) | ||||||||||||||||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) | ||||||||||||||||||||||
| 3. | SEC USE ONLY | ||||||||||||||||||||||
| 4. | SOURCE OF FUNDS OO | ||||||||||||||||||||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ||||||||||||||||||||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | ||||||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER 0 | |||||||||||||||||||||
| 8. | SHARED VOTING POWER 22,032,040 (1) | ||||||||||||||||||||||
| 9. | SOLE DISPOSITIVE POWER 0 | ||||||||||||||||||||||
| 10. | SHARED DISPOSITIVE POWER 22,032,040 | ||||||||||||||||||||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,032,040 (1) | ||||||||||||||||||||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||||||||||||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.5%(1) | ||||||||||||||||||||||
| 14. | TYPE OF REPORTING PERSON CO | ||||||||||||||||||||||
| (1) | Based on 142,183,418 shares of common stock, par value $0.001 per share (the “Common Stock”), reported as outstanding in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, as filed with the U.S. Securities and Exchange Commission on August 4, 2021. The decrease in the percentage of shares of Common Stock held by the Reporting Persons reported on this Amendment No. 1 resulted solely from the increase in the number of shares of Common Stock reported as outstanding by the Issuer. | |||||||
| CUSIP NO: 019770 106 | Page 3 of 8 | ||||||||||
| 1. | NAMES OF REPORTING PERSONS PF Equity Holdings 2 B.V. (“Holdings”) | ||||||||||||||||||||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) | ||||||||||||||||||||||
| 3. | SEC USE ONLY | ||||||||||||||||||||||
| 4. | SOURCE OF FUNDS OO | ||||||||||||||||||||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ||||||||||||||||||||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION NETHERLANDS | ||||||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 7. | SOLE VOTING POWER 0 | |||||||||||||||||||||
| 8. | SHARED VOTING POWER 22,032,040(1) | ||||||||||||||||||||||
| 9. | SOLE DISPOSITIVE POWER 0 | ||||||||||||||||||||||
| 10. | SHARED DISPOSITIVE POWER 22,032,040 | ||||||||||||||||||||||
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,032,040(1) | ||||||||||||||||||||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ||||||||||||||||||||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.5%(1) | ||||||||||||||||||||||
| 14. | TYPE OF REPORTING PERSON CO | ||||||||||||||||||||||
| (1) | Based on 142,183,418 shares of common stock, par value $0.001 per share (the “Common Stock”), reported as outstanding in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, as filed with the U.S. Securities and Exchange Commission on August 4, 2021. The decrease in the percentage of shares of Common Stock held by the Reporting Persons reported on this Amendment No. 1 resulted solely from the increase in the number of shares of Common Stock reported as outstanding by the Issuer. | |||||||
| CUSIP NO: 019770 106 | Page 4 of 8 | ||||||||||
Item 1. Security and Issuer
This Amendment No. 1 (this “Amendment No. 1”) to the statement on schedule 13D originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 22, 2018 (the “Statement”), 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. 1 does not modify any of the information previously reported in the Statement. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Statement.
| Item 2. | Identity and Background | |||||||
The following amends and restates the information set forth Item 2 of the Statement in its entirety.
(a) – (c) This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):
(i)Pfizer Inc., a Delaware corporation (“Pfizer”). The principal business address of Pfizer is 235 E. 42nd Street, New York, NY 10017. Pfizer is a research-based, global biopharmaceutical company.
(ii)PF Equity Holdings 2 B.V., a Dutch private limited company (besloten vennootschap) (“Holdings”). The principal business address of Holdings is Rivium Westlaan 142, 2909 LD, Capelle aan den IJssel, Netherlands. Holdings a wholly-owned subsidiary of Pfizer formed for the purpose of holding certain assets owned or controlled by Pfizer or its direct or indirect subsidiaries.
Set forth on Schedule I hereto, which is incorporated herein by reference, is the name, business address and principal occupation or employment and citizenship of each of the Reporting Persons’ directors and executive officers.
(d) – (e) During the last five years, none of the Reporting Persons nor any person named in Schedule I has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The jurisdiction of organization of each of the Reporting Persons is set forth in subsection (a) above. The citizenship of each of the individuals referred to in Schedule I is set forth on Schedule I.
| Item 3. | Source and Amount of Funds or Other Consideration | |||||||
The following amends the information set forth Item 3 of the Statement by adding the following paragraph after the second paragraph of Item 3.
Effective as of September 10, 2021, Pfizer transferred its beneficial ownership of 22,032,040 shares of Common Stock of the Issuer (the “Shares”) to its wholly-owned subsidiary, Holdings, for no cash consideration. As discussed in further detail in Item 5 of the Statement, as amended by this Amendment No. 1, immediately following the completion of the transfer Pfizer holds shared voting and dispositive control over the Shares with Holdings.
| CUSIP NO: 019770 106 | Page 5 of 8 | ||||||||||
| Item 4. | Purpose of Transaction | |||||||
The following amends and restates the information set forth under the section captioned “Pfizer’s Investment in the Issuer” of Item 4 of the Statement in its entirety.
Reporting Persons’ Investment in the Issuer
The Reporting Persons intend to continue to review their investment in the Issuer on an ongoing basis and, depending on various factors, including, without limitation, the Issuer’s financial position, the price of the Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons, jointly or individually, may, in the future, take such actions with respect to their shares of Common Stock as they deem appropriate, including, without limitation: purchasing additional shares of Common Stock; subject to the lock-up restrictions described above in this Item 4, selling shares of Common Stock; taking any action to change the composition of the Issuer’s board of directors; taking any other action with respect to the Issuer or any of its securities in any manner permitted by law or changing their intention with respect to any and all matters referred to in paragraphs (a) through (j) below in this Item 4. Notwithstanding the foregoing, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters.
Except as otherwise described in this Statement, as amended by this Amendment No. 1, the Reporting Persons do not currently have any plans or proposals that relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer’s business or corporate structure;
(g) any changes in the Issuer’s charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association;
(i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
(j) any action similar to any of those enumerated above.
| Item 5. | Interest in Securities of the Issuer | |||||||
The following amends and restates the information set forth in Item 5 of the Statement in its entirety.
| CUSIP NO: 019770 106 | Page 6 of 8 | ||||||||||
The information set forth in or incorporated by reference in Items 2, 3, 4 of this Statement, as amended by Amendment No. 1, is incorporated by reference in its entirety into this Item 5.
(a)—(b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference.
Holdings holds the Shares of record; however, because Holdings is a wholly-owned subsidiary of Pfizer, Holdings and Pfizer are both deemed to beneficially own the Shares, sharing both voting and dispositive power with respect to the Shares.
To the applicable Reporting Person’s knowledge, none of the persons named in Schedule I hereto, beneficially owns any shares of Common Stock. None of the Reporting Persons has sole dispositive power or sole voting power as to any Shares.
(c) Except as reported in the Statement, none of the Reporting Persons nor any of the individuals listed on Schedule I has effected any transactions in the Common Stock during the past sixty (60) days.
(d) Except as otherwise described in this Item 5, no one other than the Reporting Persons has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons as described in this Item 5.
(e) Not applicable.
| Item 7. | Materials to Be Filed as Exhibits | |||||||
The following amends the information set forth Item 7 of the Statement by adding the following Exhibit 99.1.
| Exhibit 99.1 | Joint Filing Agreement, dated as of September 17, 2021, by and between Pfizer Inc. and PF Equity Holdings 2 B.V. | |||||||||||||
SIGNATURES
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: September 17, 2021.
PFIZER INC.
By: /s/ Susan Grant
Name: Susan Grant
Title: Assistant Secretary
PF EQUITY HOLDINGS 2 B.V.
By: /s/ Susan Grant
Name: Susan Grant, Attorney-in-fact on behalf of PF Equity Holdings 2 B.V.
Title: Attorney-in-fact
| CUSIP NO: 019770 106 | Page 7 of 8 | ||||||||||
Schedule I
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of the Reporting Persons
Executive Officers and Directors of Pfizer
The business address of each director and executive officer is c/o Pfizer Inc., 235 E. 42nd Street, New York, NY 10017. 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 | ||||
Susan Desmond-Hellmann, M.D., M.P.H. Independent Director | Senior Advisor and Board member 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 | Special Partner, New Enterprise Associates, Inc.’s Healthcare Investment Team and Resident Fellow of the American Enterprise Institute | ||||
Helen H. Hobbs, M.D. Independent Director | Investigator of the Howard Hughes Medical Institute Professor of Internal Medicine and Molecular Genetics and Director of the McDermott Center for Human Growth and Development at the University of Texas Southwestern Medical Center | ||||
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 at the Skirball Institute of Biomolecular Medicine of NYU Langone Medical Center Investigator of the Howard Hughes Medical Institute | ||||
Shantanu Narayen Lead Independent Director | Chairman, President 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 Thomson Reuters Foundation. Retired President and Chief Executive Officer of Thomson Reuters Corporation | ||||
William R. Carapezzi Executive Vice President, Global Business Services and Transformation | Executive Vice President, Global Business Services and Transformation, Pfizer | ||||
Frank A. D’Amelio Chief Financial Officer, Executive Vice President, Global Supply | Chief Financial Officer, Executive Vice President, Global Supply, Pfizer | ||||
Mikael Dolsten, M.D., Ph.D. Chief Scientific Officer and President, Worldwide Research, Development and Medical | Chief Scientific Officer and President, Worldwide Research, Development and Medical, Pfizer | ||||
| CUSIP NO: 019770 106 | Page 8 of 8 | ||||||||||
Lidia Fonseca Chief Digital and Technology Officer, Executive Vice President | Chief Digital and Technology Officer, Executive Vice President, Pfizer | ||||
Angela Hwang Group President, Pfizer Biopharmaceuticals Group | Group President, Pfizer Biopharmaceuticals Group, Pfizer | ||||
Rady Johnson Chief Compliance, Quality and Risk Officer, Executive Vice President | Chief Compliance, Quality and Risk Officer, Executive Vice President, Pfizer | ||||
Douglas M. Lankler General Counsel, Executive Vice President | General Counsel, Executive Vice President, Pfizer | ||||
Alexander R. MacKenzie, Ph.D. Chief Development Officer, Executive Vice President | Chief Development Officer, Executive Vice President, Pfizer | ||||
Aamir Malik Chief Business Innovation Officer, Executive Vice President, Pfizer | Chief Business Innovation Officer, Executive Vice President, Pfizer | ||||
Payal Sahni Becher Chief Human Resources Officer, Executive Vice President, | Chief Human Resources Officer, Executive Vice President, Pfizer | ||||
Sally Susman Chief Corporate Affairs Officer, Executive Vice President | Chief Corporate Affairs Officer, Executive Vice President Pfizer | ||||
John Young Group President | Group President, Pfizer Country of citizenship - Great Britain | ||||
Directors of Holdings
The business address of each director is c/o PF Equity Holdings 2 B.V., Rivium Westlaan 142, 2909 LD, Capelle aan den IJssel, Netherlands. Unless otherwise indicated, each director is a citizen of the Netherlands.
| NAME AND POSITION | PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT | ||||
| Enver Erkan, Director | Country Manager, subsidiary of Pfizer Country of citizenship – Turkey and Great Britain | ||||
| Iwan Hofs, Director | Senior Director, Tax Planning, subsidiary of Pfizer | ||||
| Erik Homan, Director | Senior Controller, subsidiary of Pfizer | ||||
| Eduard Slijkoord, Director | Senior Controller, subsidiary of Pfizer | ||||
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing of Amendment No. 1 to Statement on Schedule 13D (including subsequent amendments thereto) with respect to the common stock, par value $0.001 per share, of Allogene Therapeutics, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit thereto.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 17th day of September, 2021.
PFIZER INC.
By: /s/ Susan Grant
Name: Susan Grant
Title: Assistant Secretary
PF EQUITY HOLDINGS 2 B.V.
By:/s/ Susan Grant
Name: Susan Grant, Attorney-in-fact on behalf of PF Equity Holdings 2 B.V.
Title: Attorney-in-fact