Redmile Group, LLC and related filers reported beneficial ownership of ALX Oncology common stock. The filing states Redmile Group and Jeremy C. Green beneficially own 9,214,188 shares representing 6.8%, and Redmile Biopharma Investments III, L.P. owns 5,267,838 shares representing 3.9%. The percentages are calculated using 134,540,741 shares outstanding as of March 31, 2026 plus 1,250,000 shares issuable upon exercise of warrants. The filing notes the Warrants are subject to a 9.99% beneficial ownership limitation and that Redmile and Mr. Green disclaim beneficial ownership except to the extent of any pecuniary interest.
Positive
None.
Negative
None.
Insights
Large institutional position disclosed; ownership structure clarified.
The amendment reports that Redmile Group and affiliated entities collectively hold significant shared voting and dispositive power over 9,214,188 shares of common stock, calculated with an outstanding base of 134,540,741 shares as of March 31, 2026. The filing explicitly includes 1,250,000 warrants in the denominator for percentage calculations.
Key dependencies include the 9.99% beneficial ownership limitation on the Warrants and the filers' disclaimers of beneficial ownership except for pecuniary interest. Subsequent filings may show transfers or exercises; cash‑flow treatment and timing are not described in this excerpt.
Key Figures
Redmile beneficial ownership:9,214,188 sharesRBI III beneficial ownership:5,267,838 sharesShares outstanding used:134,540,741 shares+2 more
5 metrics
Redmile beneficial ownership9,214,188 sharescombined reported holdings for Redmile Group and Jeremy C. Green
RBI III beneficial ownership5,267,838 sharesreported holdings for Redmile Biopharma Investments III, L.P.
Shares outstanding used134,540,741 sharesoutstanding as of <date>March 31, 2026</date>
Warrants issuable1,250,000 sharesshares issuable upon exercise of the Warrants included in percentage calculations
Warrant limitation9.99%beneficial ownership limitation on the Warrants
Key Terms
beneficially owned, Warrants, beneficial ownership limitation, shared dispositive power
4 terms
beneficially ownedregulatory
"The information in Item 4 relating to the shares of the Issuer's common stock that are or may be deemed beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Warrantsfinancial
"1,250,000 shares of Common Stock issuable upon exercise of the Warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
beneficial ownership limitationregulatory
"The Warrants are subject to a 9.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Redmile Group and Jeremy C. Green reported beneficial ownership of 9,214,188 shares, representing 6.8% based on the filing's calculation using the stated share base.
How many shares does Redmile Biopharma Investments III, L.P. report owning?
Redmile Biopharma Investments III, L.P. reported beneficial ownership of 5,267,838 shares, representing 3.9% using the filing's stated outstanding base and warrants inclusion.
What share count did the filing use to calculate percentages?
Percentages are based on 134,540,741 shares outstanding as of March 31, 2026 plus 1,250,000 shares issuable upon exercise of warrants, per the amendment.
Are the warrants subject to any limitation?
Yes. The filing states the Warrants are subject to a 9.99% beneficial ownership limitation, quoted verbatim in the amendment.
Do Redmile or Jeremy C. Green claim full beneficial ownership?
No. The amendment says Redmile and Mr. Green disclaim beneficial ownership except to the extent of any pecuniary interest, while describing their managerial discretion over the Redmile Funds.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
ALX Oncology Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00166B105
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
00166B105
1
Names of Reporting Persons
Redmile Group, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,214,188.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,214,188.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,214,188.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.8 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The information in Item 4 relating to the shares of the Issuer's common stock ("Common Stock") that are or may be deemed beneficially owned by Redmile Group, LLC ("Redmile") is incorporated herein by reference.
Percentage based on: (i) 134,540,741 shares of Common Stock outstanding as of March 31, 2026, as reported by the Issuer in its Definitive Proxy Statement on Schedule 14A filed with the SEC on April 20, 2026 (the "Schedule 14A"); plus (ii) 1,250,000 shares of Common Stock issuable upon exercise of the Pre-Funded Warrants to purchase Common Stock (the "Warrants").
SCHEDULE 13G
CUSIP Number(s):
00166B105
1
Names of Reporting Persons
Jeremy C. Green
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,214,188.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,214,188.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,214,188.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The information in Item 4 relating to the shares of Common Stock that are or may be deemed beneficially owned by Jeremy C. Green is incorporated herein by reference.
Percentage based on: (i) 134,540,741 shares of Common Stock outstanding as of March 31, 2026, as reported by the Issuer in the Schedule 14A; plus (ii) 1,250,000 shares of Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13G
CUSIP Number(s):
00166B105
1
Names of Reporting Persons
Redmile Biopharma Investments III, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,267,838.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,267,838.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,267,838.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Redmile Biopharma Investments III, L.P. ("RBI III") may be deemed to beneficially own (i) 4,017,838 shares of Common Stock, and (ii) 1,250,000 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI III.
Percentage based on: (i) 134,540,741 shares of Common Stock outstanding as of March 31, 2026, as reported by the Issuer in the Schedule 14A; plus (ii) 1,250,000 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI III.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ALX Oncology Holdings Inc.
(b)
Address of issuer's principal executive offices:
323 Allerton Avenue, South San Francisco, CA 94080
Item 2.
(a)
Name of person filing:
Redmile Group, LLC
Jeremy C. Green
Redmile Biopharma Investments III, L.P.
(b)
Address or principal business office or, if none, residence:
Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939
Jeremy C. Green
c/o Redmile Group, LLC (NY Office)
45 W. 27th Street, Floor 11
New York, NY 10001
Redmile Biopharma Investments III, L.P.
c/o Redmile Group, LLC
900 Larkspur Landing Circle, Suite 270
Larkspur, California 94939
(c)
Citizenship:
Redmile Group, LLC: Delaware
Jeremy C. Green: United Kingdom
Redmile Biopharma Investments III, L.P.: Delaware
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
00166B105
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Redmile Group, LLC - 9,214,188 (1)
Jeremy C. Green - 9,214,188 (1)
Redmile Biopharma Investments III, L.P. - 5,267,838 (2)
(b)
Percent of class:
Redmile Group, LLC - 6.8% (3)
Jeremy C. Green - 6.8% (3)
Redmile Biopharma Investments III, L.P. - 3.9% (3)
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Redmile Group, LLC - 0
Jeremy C. Green - 0
Redmile Biopharma Investments III, L.P. - 0
(ii) Shared power to vote or to direct the vote:
Redmile Group, LLC - 9,214,188 (1)
Jeremy C. Green - 9,214,188 (1)
Redmile Biopharma Investments III, L.P. - 5,267,838 (2)
(iii) Sole power to dispose or to direct the disposition of:
Redmile Group, LLC - 0
Jeremy C. Green - 0
Redmile Biopharma Investments III, L.P. - 0
(iv) Shared power to dispose or to direct the disposition of:
Redmile Group, LLC - 9,214,188 (1)
Jeremy C. Green - 9,214,188 (1)
Redmile Biopharma Investments III, L.P. - 5,267,838 (2)
(1) As of March 31, 2026, Redmile's and Jeremy C. Green's beneficial ownership of Common Stock is comprised of (i) 7,964,188 shares of Common Stock and (ii) 1,250,000 shares of Common Stock issuable upon exercise of the Warrants. The Warrants are subject to a 9.99% beneficial ownership limitation. All of such shares of Common Stock and the Warrants are directly owned by certain investment vehicles, including RBI III, for which Redmile is the investment manager (the "Redmile Funds"). Redmile may be deemed to beneficially own these securities in its capacity as the investment manager with discretion to vote and dispose of all shares of Common Stock held by the Redmile Funds. Mr. Green also may be deemed to beneficially own these securities as the principal of Redmile. Redmile and Mr. Green each disclaim beneficial ownership of these securities, except to the extent of its or his pecuniary interest in such securities, if any.
(2) RBI III may be deemed to beneficially own (i) 4,017,838 shares of Common Stock, and (ii) 1,250,000 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI III.
(3) Percentage based on: (i) 134,540,741 shares of Common Stock outstanding as of March 31, 2026, as reported by the Issuer in the Schedule 14A; plus (ii) 1,250,000 shares of Common Stock issuable upon exercise of the Warrants directly held by RBI III.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See the response to Item 4.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Redmile Group, LLC
Signature:
/s/ Jeremy C. Green
Name/Title:
Managing Member
Date:
05/15/2026
Jeremy C. Green
Signature:
/s/ Jeremy C. Green
Name/Title:
Jeremy C. Green
Date:
05/15/2026
Redmile Biopharma Investments III, L.P.
Signature:
/s/ Jeremy C. Green
Name/Title:
Managing Member of Redmile Biopharma Investments III (GP), LLC, general partner of Redmile Biopharma Investments III, L.P.
