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Form 4 Allogene Therapeutics, For: Mar 22 Filed by: Belldegrun Arie

March 24, 2023 8:15 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Belldegrun Arie

(Last) (First) (Middle)
210 EAST GRAND AVENUE

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Allogene Therapeutics, Inc. [ ALLO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/22/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/22/2023   A   1,282,976 (1) A $ 0 1,654,886 D  
Common Stock               195,039 I See footnote (2)
Common Stock               1,798,163 I See footnote (3)
Common Stock               4,710,120 I See footnote (4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 5.04 03/22/2023   A   994,800     (5) 03/22/2033 Common Stock 994,800 $ 0 994,800 D  
Explanation of Responses:
1. Includes 986,905 of performance RSUs which shall vest as follows: (1) 50% shall vest if the 30-day weighted average stock price is equal to or greater than $18 and (2) 50% shall vest upon the first regulatory approval of a product candidate. Notwithstanding the foregoing (1) any portion that vests upon the stock price threshold shall no longer vest and be terminated after three years from the grant date if such threshold has not been met in such three-year period, and (2) any portion that vests upon product candidate approval shall no longer vest and be terminated after five years from the grant date if such approval has not occurred in such five-year period.
2. The securities are held in the name of Bellco Legacy LLC. Bellco Legacy LLC is owned and managed by trusts controlled by the reporting person and Rebecka Belldegrun
3. The securities are held by Vida Ventures LLC (Vida), of which VV Manager LLC is the manager. The reporting person is a Senior Managing Director of VV Manager LLC and may therefore be deemed to be the beneficial owner of the common shares held by Vida. The reporting person disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
4. The securities are held in the name of Bellco Legacy Trust fbo Rebecka Belldegrun, of which the reporting person's spouse is trustee and beneficiary
5. 25% of the shares subject to the stock option shall vest on March 13, 2024, and the remaining shares shall vest in 36 equal monthly installments thereafter.
/s/Veer Bhavnagri, Attorney-in-Fact 03/24/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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