SC 13G/A

Names of Reporting Persons

Arie Belldegrun, M.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

SC 13G/A 1 d126088dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ALLOGENE THERAPEUTICS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

019770 10 6

(CUSIP Number)

December 31, 2020

(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 9 Pages

(1)	Includes 93,501 shares of common stock issuable within 60 days of December 31, 2020 upon the exercise of stock options held by the Reporting Person.

(2)

Includes (a) 3,710,006 shares of common stock beneficially owned by Arie & Rebecka Belldegrun, as Trustees of the Belldegrun Family Trust, (b) 788,990 shares of common stock beneficially owned by Bellco Capital, LLC, of which Dr. Belldegrun is a manager, (c) 40,000 shares of common stock beneficially owned by Bellco Legacy LLC, a limited liability company owned and managed by trusts controlled by Dr. Belldegrun and Rebecka Belldegrun and (d) 1,798,163 shares of common stock beneficially owned by Vida Ventures LLC (Vida), of which VV Manager LLC is the manager, of which Dr. Belldegrun is a Senior Managing Director. Dr. Belldegrun disclaims beneficial ownership of the shares held by Vida, except to the extent of any pecuniary interest therein.

(3)	This percentage is calculated based on 140,280,152 shares of common stock outstanding as of November 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 019770 10 6		13G		Page 3 of 9 Pages

(1)	This percentage is calculated based on 140,280,152 shares of common stock outstanding as of November 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 019770 10 6		13G		Page 4 of 9 Pages

(1)	This percentage is calculated based on 140,280,152 shares of common stock outstanding as of November 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 019770 10 6		13G		Page 5 of 9 Pages

(1)	This percentage is calculated based on 140,280,152 shares of common stock outstanding as of November 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 019770 10 6		13G		Page 6 of 9 Pages

(1)	This percentage is calculated based on 140,280,152 shares of common stock outstanding as of November 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


CUSIP No. 019770 10 6		13G		Page 7 of 9 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:

Arie Belldegrun, M.D.

Arie & Rebecka Belldegrun, as Trustees of the Belldegrun Family Trust (the “Belldegrun Trust”)

Bellco Capital LLC

Bellco Legacy LLC

Vida Ventures LLC

Item 2(b).

Address of Principal Business Office, or, if none, Residence:

The address of Arie Belldegrun, M.D. and the Belldegrun Trust is:

811 Strada Vecchia Road, Los Angeles, CA 90077

The address of Bellco Capital LLC and Bellco Legacy LLC is:

2049 Century Park East, Suite 1940, Los Angeles, CA 90067

The address of Vida Ventures LLC is:

40 Broad Street, #201, Boston, MA 02109

Item 2(c).

Citizenship:

Arie Belldegrun: USA and Israel

Belldegrun Trust: California

Bellco Capital LLC: Delaware

Bellco Legacy LLC: Delaware

Vida Ventures LLC: Nevada

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 8 of 9 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, 2020. This percentage is calculated based on 140,280,152 shares of common stock outstanding as of November 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.


Reporting Person	Shares Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class(1)
Arie Belldegrun		157,334		157,334		6,337,159		157,334		6,337,159		6,494,493		4.6	%
Arie and Rebecka Belldegrun, as Trustees of the Belldegrun Family Trust		3,710,006		0		3,710,006		0		3,710,006		3,710,006		2.6	%
Bellco Capital, LLC		788,990		0		788,990		0		788,990		788,990		0.6	%
Bellco Legacy LLC		40,000		0		40,000		0		40,000		40,000		0.03	%
Vida Ventures LLC		1,798,163		0		1,798,163		0		1,798,163		1,798,163		1.3	%

(1)	This percentage is calculated based on 140,280,152 shares of common stock outstanding as of November 2, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020.

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 9 of 9 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.

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 11, 2021

/s/ Arie Belldegrun

Arie Belldegrun, M.D.


Belldegrun Family Trust

By:		/s/ Arie Belldegrun
Name:		Arie Belldegrun, Trustee


Bellco Capital LLC

By:		/s/ Arie Belldegrun
Name:		Arie Belldegrun, Manager


Bellco Legacy LLC

By:		/s/ Joshua Bradley
Name:		Joshua Bradley, Manager

Vida Ventures LLC By: VV Manager LLC, its Manager

By:		/s/ Arie Belldegrun
Name:		Arie Belldegrun, Senior Managing Director

SEC Form SC 13G/A filed