Form SCHEDULE 13D/A Allogene Therapeutics, Filed by: PFIZER INC
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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) | ||||||||
| 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)
| ||||||||
| 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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ATTACHMENTS / EXHIBITS
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