Rieflin William JL Form 3 NGM BIOPHARMACEUTICALS / WILLIAM JL RIEFLIN ownership change

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^*

RIEFLIN WILLIAM JL

(Last) (First) (Middle)

333 OYSTER POINT BOULEVARD

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/03/2019

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

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

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

5. 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 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)
Common Stock	2,712,500(1)(2)	I	See Footnote(3)

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
Stock Option (Right to Buy)	(4)	01/30/2028	Common Stock	225,000(1)	8.14(1)	D
Stock Option (Right to Buy)	(5)	02/06/2029	Common Stock	50,000(1)	12.06(1)	D
Series A Convertible Preferred Stock	(6)	(6)	Common Stock	50,000(6)	(6)	I	See Footnote(3)
Series B Convertible Preferred Stock	(6)	(6)	Common Stock	6,668(6)	(6)	I	See Footnote(3)

Explanation of Responses:

1. Reflects a 1-for-2 reverse stock split of the Company's issued and outstanding securities effective March 22, 2019.

2. Reflects the number of shares of common stock that Mr. Rieflin early exercised, of which (i) 44,531 shares of common stock granted on January 27, 2016 remain unvested and (ii) 103,906 shares of common stock granted on January 20, 2017 remain unvested.

3. Shares held by the Rieflin Family Trust U/A 4/3/00.

4. The shares subject to the stock option are early exercisable and vest over a four-year period commencing January 1, 2018, with 1/48th of the shares vesting on a monthly basis.

5. The shares subject to the stock option are early exercisable and vest over a four-year period commencing January 1, 2019, with 1/48th of the shares vesting on a monthly basis.

6. The number of shares of common stock reflects a 1-for-2 reverse stock split, which became effective March 22, 2019. Each share of the Issuer's Series A Preferred Stock and Series B Preferred Stock is convertible into the Issuer's common stock on a 1-for-2 basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects the 1-for-2 reverse stock split pursuant to which every 2 shares of Preferred Stock will convert into one share of common stock of the Issuer, effective upon the closing of the Issuer's initial public offering, for no additional consideration.

Remarks:

	/s/ William J. Rieflin	04/03/2019
	** 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 5 (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).
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