Ngm Biopharmaceuticals (NGM) Form 3 NGM BIOPHARMACEUTICALS / GROUP L P COLUMN 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^*

COLUMN GROUP L P

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94158

(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)

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

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

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

	Form filed by One Reporting Person
X	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	475,957(1)	D(2)(3)(4)(5)

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
Series A Preferred Stock	(1)	(1)	Common Stock	6,000,000(1)	(1)	D(6)
Series B Preferred Stock	(1)	(1)	Common Stock	4,204,467(1)	(1)	D(3)(6)(7)
Series C Preferred Stock	(1)	(1)	Common Stock	1,188,667(1)	(1)	D(3)(6)(8)
Series D Preferred Stock	(1)	(1)	Common Stock	1,700,000(1)	(1)	D(3)(6)(9)

1. Name and Address of Reporting Person^*

COLUMN GROUP L P

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLUMN GROUP II, LP

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLUMN GROUP GP, LP

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Column Group Management LP

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Column Group II GP, LP

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

Explanation of Responses:

1. 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, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock is convertible into the Issuer's Common Stock on a 1-for-2 basis and has no expireation date. The number of underlying shares of Common Stock reported in Column 3 of Table II 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 closig of the Issuer's initial public offering, for no additional consideration.

2. Consists of 275,957 shares of Common Stock held directly by The Column Group II, LP ("TCG II LP"), 100,000 shares of Common Stock held directly by The Column Group GP, LP ("TCG GP") and 100,000 shares of Common Stock held directly by The Column Group Management, LP ("TCGM LP"). The reporting persons disclaim beneficial ownership of these shares, except to the extent of their respective pecuniary interest in such shares.

3. The securities are directly held by TCG II LP, and indirectly held by The Column Group II GP, LP ("TCG II GP"), the general partner of TCG II LP. The managing partners of TCG II GP are David Goeddel and Peter Svennilson. The managing partners of TCG II GP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

4. The securities are directly held by TCG GP. The managing partners of TCG GP are David Goeddel and Peter Svennilson. The managing partners of TCG GP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

5. The securities are directly held by TCGM LP. The managing partners of TCGM LP are David Goeddel and Peter Svennilson. The managing partners of TCGM LP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

6. The securities are directly held by The Column Group, LP ("TCG LP"), and indirectly held by TCG GP, the general partner of TCG LP. The managing partners of TCG GP are David Goeddel and Peter Svennilson. The managing partners of TCG GP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

7. Consists of 3,600,000 shares of Series B Preferred Stock held directly by TCG LP and 604,467 shares of Series B Preferred Stock held directly by TCG II LP.

8. Consists of 1,170,000 shares of Series C Preferred Stock held directly by TCG LP and 18,667 shares of Series C Preferred Stock held directly by TCG II LP.

9. Consists of 333,333 shares of Series D Preferred Stock held directly by TCG LP and 1,366,667 shares of Series D Preferred Stock held directly by TCG II LP.

Remarks:

	/s/ Jennifer J. Carlson, Attorney-in-Fact	04/03/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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