OncoMed Pharmaceuticals Form 4 OncoMed Pharmaceuticals / Terry P Gould 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^*

Gould Terry P

(Last) (First) (Middle)

C/O ONCOMED PHARMACEUTICALS, INC.

800 CHESAPEAKE DRIVE

(Street)

REDWOOD CITY CA 94063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OncoMed Pharmaceuticals Inc [ OMED ]

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)
11/30/2015

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	11/30/2015		J(1)		39,017	A	$0.00	125,060	I	By Adams Street Partnership Fund - 2002 U.S. Fund, L.P.(2)
Common Stock	11/30/2015		J(1)		18,277	A	$0.00	54,833	I	By Adams Street Partnership Fund - 2003 U.S. Fund, L.P.(3)
Common Stock	11/30/2015		J(1)		14,118	A	$0.00	42,355	I	By Adams Street Partnership Fund - 2004 U.S. Fund, L.P.(4)
Common Stock	11/30/2015		J(1)		19,666	A	$0.00	59,000	I	By Adams Street Partnership Fund - 2005 U.S. Fund, L.P.(5)
Common Stock	11/30/2015		J(1)		1,166	A	$0.00	3,498	I	By Brinson Partnership Fund-2004 Primary Fund, L.P.(6)
Common Stock	11/30/2015		J(1)		782	A	$0.00	2,346	I	By The 2004 Primary Brinson Partnership Fund Offshore Series Company Ltd.(7)
Common Stock	11/30/2015		J(1)		2,431	A	$0.00	7,294	I	By UBS Global Asset Management Trust Company as Trustee of the Brinson Partnership Fund Trust- 2004(8)
Common Stock	11/30/2015		J(1)		24,631	A	$0.00	82,395	I	By The Bank of New York Mellon as Trustee for the Hewlett-Packard Company Master Trust(9)
Common Stock	11/30/2015		J(1)		9,205	A	$0.00	37,591	I	By Brinson Partnership Fund-2001 Primary Fund, L.P.(10)
Common Stock	11/30/2015		J(1)		7,026	A	$0.00	28,691	I	By The 2001 Primary Brinson Partnership Fund Offshore Series Company Ltd.(11)
Common Stock	11/30/2015		J(1)		22,125	A	$0.00	90,349	I	By UBS Global Asset Management Trust Company as Trustee of the Brinson Partnership Fund Trust- 2001(12)
Common Stock	11/30/2015		J(1)		2,939	A	$0.00	12,046	I	By Orange County Employees Retirement System(13)
Common Stock	11/30/2015		J(1)		14,695	A	$0.00	59,567	I	By State Universities Retirement System Private Trust I(14)
Common Stock								641,750	I	By Adams Street 2006 Direct Fund, L.P.(15)
Common Stock								592,953	I	By Adams Street V, L.P.(16)

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

Explanation of Responses:

1. Certain funds associated with the reporting person received the shares for no consideration as part of a pro-rata distribution of shares by funds controlled by Latterell Venture Partners.

2. Represents Shares held directly by Adams Street Partnership Fund - 2002 U.S. Fund, L.P. ("AS 2002 US"). Adams Street Partners, LLC ("ASP"), acting as the general partner of AS 2002 US may be deemed to have sole voting and investment power over the shares held by AS 2002 US. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2002 US. Such persons and entities disclaim beneficial ownership of shares held by AS 2002 US, except to the extent of any pecuniary interest therein.

3. Represents Shares held directly by Adams Street Partnership Fund - 2003 U.S. Fund, L.P. ("AS 2003 US"). Adams Street Partners, LLC ("ASP"), acting as the general partner of AS 2003 US may be deemed to have sole voting and investment power over the shares held by AS 2003 US. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2003 US. Such persons and entities disclaim beneficial ownership of shares held by AS 2003 US, except to the extent of any pecuniary interest therein.

4. Represents Shares held directly by Adams Street Partnership Fund - 2004 U.S. Fund, L.P. ("AS 2004 US"). Adams Street Partners, LLC ("ASP"), acting as the general partner of AS 2004 US may be deemed to have sole voting and investment power over the shares held by AS 2004 US. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2004 US. Such persons and entities disclaim beneficial ownership of shares held by AS 2004 US, except to the extent of any pecuniary interest therein.

5. Represents Shares held directly by Adams Street Partnership Fund - 2005 U.S. Fund, L.P. ("AS 2005 US"). Adams Street Partners, LLC ("ASP"), acting as the general partner of AS 2005 US may be deemed to have sole voting and investment power over the shares held by AS 2005 US. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2005 US. Such persons and entities disclaim beneficial ownership of shares held by AS 2005 US, except to the extent of any pecuniary interest therein.

6. Represents Shares held directly by Brinson Partnership Fund-2004 Primary Fund, L.P. ("BPF 2004 Primary"). Adams Street Partners, LLC ("ASP") is the sub-advisor and is acting under power of attorney, and may be deemed to have sole voting and investment power over the shares held by BPF 2004 Primary. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by BPF 2004 Primary. Such persons and entities disclaim beneficial ownership of shares held by BPF 2004 Primary, except to the extent of any pecuniary interest therein.

7. Represents Shares held directly by The 2004 Primary Brinson Partnership Fund Offshore Series Company Ltd. ("BPF 2004 Offshore"). Adams Street Partners, LLC ("ASP") is the sub-advisor and is acting under power of attorney, and may be deemed to have sole voting and investment power over the shares held by BPF 2004Offshore. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by BPF 2004 Offshore. Such persons and entities disclaim beneficial ownership of shares held by BPF 2004 Offshore, except to the extent of any pecuniary interest therein.

8. Represents Shares held directly by UBS Global Asset Management Trust Company as Trustee of the Brinson Partnership Fund Trust- 2004 Primary Fund ("BPF 2004Trust"). Adams Street Partners, LLC ("ASP") is the sub-advisor and is acting under power of attorney, and may be deemed to have sole voting and investment power over the shares held by BPF 2004Trust. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by BPF 2004Trust. Such persons and entities disclaim beneficial ownership of shares held by BPF 2004 Trust, except to the extent of any pecuniary interest therein.

9. Represents Shares held directly by The Bank of New York Mellon as Trustee for the Hewlett-Packard Company Master Trust (fka EDS Retirement Plan Trust) ("HP Trust"). Adams Street Partners, LLC ("ASP"), the advisor acting under power of attorney may be deemed to have sole voting and investment power over the shares held by HP Trust. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by HP Trust. Such persons and entities disclaim beneficial ownership of shares held by HP Trust, except to the extent of any pecuniary interest therein.

10. Represents Shares held directly by Brinson Partnership Fund-2001 Primary Fund, L.P. ("BPF 2001Primary"). Adams Street Partners, LLC ("ASP") is the sub-advisor and is acting under power of attorney, and may be deemed to have sole voting and investment power over the shares held by BPF 2001. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by BPF 2001 Primary. Such persons and entities disclaim beneficial ownership of shares held by BPF 2001 Primary, except to the extent of any pecuniary interest therein.

11. Represents Shares held directly by The 2001 Primary Brinson Partnership Fund Offshore Series Company Ltd. ("BPF 2001Offshore"). Adams Street Partners, LLC ("ASP") is the sub-advisor and is acting under power of attorney, and may be deemed to have sole voting and investment power over the shares held by BPF 2001Offshore. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by BPF 2001 Offshore. Such persons and entities disclaim beneficial ownership of shares held by BPF 2001 Offshore, except to the extent of any pecuniary interest therein.

12. Represents Shares held directly by UBS Global Asset Management Trust Company as Trustee of the Brinson Partnership Fund Trust- 2001 Primary Fund ("BPF 2001Trust"). Adams Street Partners, LLC ("ASP") is the sub-advisor and is acting under power of attorney, and may be deemed to have sole voting and investment power over the shares held by BPF 2001Trust. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by BPF 2001Trust. Such persons and entities disclaim beneficial ownership of shares held by BPF 2001 Trust, except to the extent of any pecuniary interest therein.

13. Represents Shares held directly by Orange County Employees Retirement System ("OCERS"). Adams Street Partners, LLC ("ASP"), the advisor acting under power of attorney may be deemed to have sole voting and investment power over the shares held by OCERS. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by OCERS. Such persons and entities disclaim beneficial ownership of shares held by OCERS, except to the extent of any pecuniary interest therein.

14. Represents Shares held directly by State Universities Retirement System Private Trust I ("SURS"). Adams Street Partners, LLC ("ASP"), the advisor acting under power of attorney may be deemed to have sole voting and investment power over the shares held by SURS. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by SURS. Such persons and entities disclaim beneficial ownership of shares held by SURS, except to the extent of any pecuniary interest therein.

15. Represents Shares held directly by Adams Street 2006 Direct Fund, L.P. ("AS 2006"). ASP 2006 Direct Management, LLC, the general partner of AS 2006, and Adams Street Partners, LLC ("ASP"), the managing member of ASP 2006 Direct Management, LLC, may each be deemed to have sole voting and investment power over the shares held by AS 2006. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS 2006. Such persons and entities disclaim beneficial ownership of shares held by AS 2006, except to the extent of any pecuniary interest therein.

16. Represents Shares held directly by Adams Street V, L.P. ("AS V"). Adams Street Partners, LLC ("ASP"), the general partner of AS V may be deemed to have sole voting and investment power over the shares held by AS V. David Brett, Jeffrey T. Diehl, Elisha (Terry) P. Gould III, Robin P. Murray, Sachin Tulyani, Craig D. Waslin and David Welsh are partners of ASP (or a subsidiary thereof) and may be deemed to share voting and investment power over the shares held by AS V. Such persons and entities disclaim beneficial ownership of shares held by AS V, except to the extent of any pecuniary interest therein.

Remarks:

	/s/ Alicia J. Hager, Attorney-in-Fact for Terry P. Gould	12/02/2015
	** Signature of Reporting Person	Date
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