SEC Filing | Allogene Therapeutics

Names of Reporting Persons

David Chang, M.D., Ph.D.

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

United States of America and Israel

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SC 13G

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, 2022

(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)

Includes 3,328,238 shares of common stock issuable within 60 days of December 31, 2022 upon the exercise of stock options held by the Reporting Person and 149,863 shares issuable upon the settlement of Restricted Stock Units held by the Reporting Person that are releasable within 60 days of December 31, 2022.

(2)

Includes (a) 1,201,108 shares of common stock beneficially owned by the Chang 2006 Family Trust, of which Dr. Chang is co-trustee, (b) 856,044 shares of common stock beneficially owned by the JEC 2019 Trust, of which Dr. Chang is co-trustee and (c) 856,044 shares of common stock beneficially owned by the RTC 2019 Trust, of which Dr. Chang is co-trustee.

(3)	This percentage is calculated based on 144,210,154 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2022.


CUSIP No. 019770 10 6		13G		Page 3 of 10 Pages

(1)	This percentage is calculated based on 144,210,154 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2022.


CUSIP No. 019770 10 6		13G		Page 4 of 10 Pages

(1)	This percentage is calculated based on 144,210,154 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2022.


CUSIP No. 019770 10 6		13G		Page 5 of 10 Pages

(1)	This percentage is calculated based on 144,210,154 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2022.


CUSIP No. 019770 10 6		13G		Page 6 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: David Chang, M.D., Ph.D. Chang 2006 Family Trust JEC 2019 Trust RTC 2019 Trust

Item 2(b).		Address of Principal Business Office, or, if none, Residence: The address of David Chang, M.D., Ph.D. is: 1755 Ocean Avenue, #803, Santa Monica, CA 90401 The address of Chang 2006 Family Trust, JEC 2019 Trust and RTC 2019 Trust is: 1755 Ocean Avenue, #803, Santa Monica, CA 90401

Item 2(c).		Citizenship: David Chang: USA Chang 2006 Family Trust: California JEC 2019 Trust: California RTC 2019 Trust: California

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 7 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, 2022. This percentage is calculated based on 144,210,154 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2022.


Reporting Person	Shares Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class(1)
David Chang, M.D. Ph.D.		5,514,436		5,514,436		2,913,196		5,514,436		2,913,196		8,427,632		3.8	%
Chang 2006 Family Trust		1,201,108		0		1,201,108		0		1,201,108		1,201,108		0.8	%
JEC 2019 Trust		856,044		0		856,044		0		856,044		856,044		0.6	%
RTC 2019 Trust		856,044		0		856,044		0		856,044		856,044		0.6	%

(1)	This percentage is calculated based on 144,210,154 shares of common stock outstanding as of October 31, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 2, 2022.

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 8 of 10 Pages

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.


CUSIP No. 019770 10 6		13G		Page 9 of 10 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: February 10, 2023


/s/ David Chang
David Chang, M.D., Ph.D.

Chang 6006 Family Trust

By:		/s/ David Chang
Name:		David Chang, Co-Trustee

JEC 2019 Trust

By:		/s/ David Chang
Name:		David Chang, Co-Trustee

RTC 2019 Trust

By:		/s/ David Chang
Name:		David Chang, Co-Trustee

EX-99.1


CUSIP No. 019770 10 6		13G		Page 10 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 10, 2023


/s/ David Chang
David Chang, M.D., Ph.D.

Chang 2006 Family Trust

By:		/s/ David Chang
Name:		David Chang, Co-Trustee

JEC 2019 Trust

By:		/s/ David Chang
		David Chang, Co-Trustee

RTC 2019 Trust

By:		/s/ David Chang
Name:		David Chang, Co-Trustee