SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Alta Partners VIII, L.P. (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/18/2018	3. Issuer Name and Ticker or Trading Symbol Allakos Inc. [ ALLK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	10,030,193	(1)	I	See footnote(2)(3)(4)
Series B Preferred Stock	(1)	(1)	Common Stock	1,239,007	(1)	I	See footnote(3)(4)(5)

1. Name and Address of Reporting Person* Alta Partners VIII, L.P. (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* Alta Partners Management VIII, LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* Alta Partners NextGen Fund I Management, LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* Alta Partners NextGen Fund I, L.P. (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* CHAMPSI FARAH (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* MORE ROBERT J (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* NOHRA GUY P (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* Hudson Peter A (Last) (First) (Middle) ONE EMBARCADERO CENTER SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

Explanation of Responses:

1. Each share of Series A Preferred and Stock Series B Preferred Stock shall automatically convert into Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering of common stock and has no expiration date.

2. Alta Partners NextGen Fund I, L.P. ("APNG I") owns 2,941,718 shares of Series A Preferred Stock. Alta Partners VIII, L.P. ("Alta VIII") owns 7,088,475 shares of Series A Preferred Stock.

3. The shares directly held by Alta VIII are indirectly held by Alta Partners Management VIII, LLC ("Alta Management VIII"), which is the general partner of Alta VIII. The individual managing directors of Alta Management VIII are Farah Champsi, Guy Nohra and Daniel Janney. The managing directors of Alta Management VIII exercise sole voting and investment control with respect to the shares held by Alta VIII. The individual managing directors of Alta Management VIII disclaim beneficial ownership of all shares held by Alta VIII, except to the extent of their pecuniary interests therein.

4. The shares directly held by APNG I are indirectly held by Alta Partners NextGen Fund I Management, LLC ("APNG I Management"), which is the general partner of APNG I. The individual managing directors of APNG I Management are Robert More, Peter Hudson and Daniel Janney. The managing directors of APNG I Management exercise sole voting and investment control with respect to the shares held by APNG I. The individual managing directors of APNG I Management disclaim beneficial ownership of all shares held by APNG I, except to the extent of their pecuniary interests therein.

5. APNG I owns 504,547 shares of Series B Preferred Stock. Alta VIII owns 734,460 shares of Series B Preferred Stock.

Remarks:

	/s/ Daniel Janney, Managing Director, Alta Partners VIII, L.P.	07/18/2018
	/s/ Daniel Janney, Managing Director, Alta Partners Management VIII, LLC	07/18/2018
	/s/ Daniel Janney, Managing Director, Alta Partners NextGen Fund I Management, LLC	07/18/2018
	/s/ Daniel Janney, Managing Director, Alta Partners NextGen Fund I, L.P.	07/18/2018
	/s/ Farah Champsi	07/18/2018
	/s/ Robert J. More	07/18/2018
	/s/ Guy P. Nohra	07/18/2018
	/s/ Peter A. Hudson	07/18/2018
	** Signature of Reporting Person	Date
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