Leschly Mark Form 4 NGM BIOPHARMACEUTICALS / MARK LESCHLY ownership change

SEC Form 4

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LESCHLY MARK

(Last) (First) (Middle)

152 WEST 57TH STREET

23RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NGM BIOPHARMACEUTICALS INC [ NGM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	04/08/2019		C		3,766,667	A	(1)	3,766,667	I	See Footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Series A Preferred Stock	(1)	04/08/2019		C			3,000,000	(1)	(1)	Common Stock	3,000,000	$0.00	0	I	See Footnotes(4)(5)
Series B Preferred Stock	(1)	04/08/2019		C			600,000	(1)	(1)	Common Stock	600,000	$0.00	0	I	See Footnotes(5)(6)
Series C Preferred Stock	(1)	04/08/2019		C			166,667	(1)	(1)	Common Stock	166,667	$0.00	0	I	See Footnotes(5)(7)

Explanation of Responses:

1. Every two shares of Series A preferred stock, Series B preferred stock and Series C preferred stock automatically converted into one share of common stock in connection with the closing of the issuer's initial public offering. These shares have no expiration date.

2. Consists of 3,462,648 shares beneficially owned by Rho Ventures V L.P., and 304,019 shares beneficially owned by Rho Ventures V Affiliates L.L.C.

3. The Reporting Person, a Director of the Issuer, shares voting and dispositive power with members of Rho Capital Partners LLC, which is the managing member of RMV V, L.L.C., which is the general partner of Rho Ventures V, L.P. and the managing member of Rho Ventures V Affiliates L.L.C., but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

4. Consists of 2,757,861 shares beneficially owned by Rho Ventures V L.P., and 242,139 shares beneficially owned by Rho Ventures V Affiliates L.L.C.

5. The Reporting Person, a Director of the Issuer, shares voting and dispositive power with members of Rho Capital Partners LLC, which is the managing member of RMV V, L.L.C., which is the general partner of Rho Ventures V, L.P. and the managing member of Rho Ventures V Affiliates L.L.C., but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

6. Consists of 551,572 shares beneficially owned by Rho Ventures V L.P., and 48,428 shares beneficially owned by Rho Ventures V Affiliates L.L.C.

7. Consists of 153,215 shares beneficially owned by Rho Ventures V L.P., and 13,452 shares beneficially owned by Rho Ventures V Affiliates L.L.C.

Remarks:

	/s/ William J. Rieflin, Attorney-in-Fact	04/10/2019
	** 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.