Director Walker Paul Edward returned 6,147,260 shares to the company (SEC Form 4)
$ALLK
Biotechnology: Pharmaceutical Preparations
Health Care
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Allakos Inc. [ ALLK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/15/2025 | D | 2,760,860 | D | (1) | 0 | I | See Note 2(2) | ||
| Common Stock | 05/15/2025 | D | 3,386,400 | D | (1) | 0 | I | See Note 3(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $16 | 05/15/2025 | D | 37,600 | (4) | 07/06/2028 | Common Stock | 37,600 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $40 | 05/15/2025 | D | 16,000 | (4) | 06/06/2029 | Common Stock | 16,000 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $72.54 | 05/15/2025 | D | 7,700 | (4) | 05/26/2030 | Common Stock | 7,700 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $99.83 | 05/15/2025 | D | 7,700 | (4) | 05/25/2031 | Common Stock | 7,700 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $2.62 | 05/15/2025 | D | 99,590 | (4) | 05/25/2032 | Common Stock | 99,590 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $4.81 | 05/15/2025 | D | 86,762 | (4) | 05/25/2033 | Common Stock | 86,762 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $1.42 | 05/15/2025 | D | 41,000 | (4) | 05/24/2034 | Common Stock | 41,000 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to that certain Agreement and Plan of Merger, dated April 1, 2025, by and among the Issuer, Concentra Biosciences, LLC and Concentra Merger Sub III, Inc. (the "Merger Agreement") in exchange for $0.33 in cash per share. |
| 2. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 16 securities in which the Reporting Person has no pecuniary interest. |
| 3. The Reporting Person is a manager of NEA 18 VGE GP, LLC, which is the sole general partner of NEA Partners 18 VGE, L.P. ("NEA Partners 18 VGE"). NEA Partners 18 VGE is the sole general partner of NEA 18 Venture Growth Equity, L.P. ("NEA 18 VGE"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 18 VGE in which the Reporting Person has no pecuniary interest. |
| 4. This option was cancelled without consideration pursuant to the terms of the Merger Agreement. |
| /s/ Zachary Bambach, attorney-in-fact | 05/15/2025 | |
| ** 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. | ||