Smith David V Form 4 FIVE PRIME THERAPEUTICS / David V Smith 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

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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^*

Smith David V

(Last) (First) (Middle)

111 OYSTER POINT BOULEVARD

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIVE PRIME THERAPEUTICS, INC. [ FPRX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2020

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	11/11/2020		M		22,000(1)	A	$0.00	85,389	D
Common Stock	11/11/2020		F		10,908	D	$18	74,481	D

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
Performance-Based Restricted Common Stock	(2)	11/11/2020		M			22,000(3)	(4)	(4)	Common Stock	22,000	$0.00	22,000	D

Explanation of Responses:

1. Represents shares of performance-based restricted common stock granted to the reporting person on June 24, 2019. These shares vested on the date that the 30-calendar-day volume-weighted average closing price of a share of common stock of Five Prime Therapeutics, Inc. (the "Company") was greater than or equal to $12.95.

2. The shares subject to this grant vest upon achievement of certain performance conditions, as further described in the other footnotes to this report.

3. Represents 50% of the shares subject to this award, which shares vested on the date that the 30-calendar-day volume-weighted average closing price of a share of common stock of the Company was greater than or equal to $12.95.

4. The remaining shares subject to this award will vest on the date that the 30-calendar-day volume-weighted average closing price of a share of common stock of the Company is greater than or equal to $19.43, subject to the reporting person's continued service to the Company through such date; provided that such shares shall automatically expire and be forfeited if such shares have not vested by December 31, 2021.

Remarks:

	/s/ Francis Sarena, Attorney-in-fact	11/13/2020
	** 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).
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