Ngm Biopharmaceuticals (NGM) Form 3 NGM BIOPHARMACEUTICALS / DAVID V GOEDDEL 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^*

GOEDDEL DAVID V

(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)

X	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)

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	475,957(1)	I	See Footnotes(2)(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
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	6,150,000(1)	(1)	I	See Footnote(4)
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	4,244,467(1)	(1)	I	See Footnote(5)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	1,188,667(1)	(1)	I	See Footnote(6)
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	1,700,000(1)	(1)	I	See Footnote(7)

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 expiration 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 closing of the Issuer's initial public offering, for no additional consideration.

2. Consists of 100,000 shares beneficially owned by The Column Group GP, LP ("TCG GP"), 275,957 shares beneficially owned by The Column Group II, L.P., and 100,000 shares beneficially owned by The Column Group Management, LP ("TCGM LP"). The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

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

4. Consists of 6,000,000 shares beneficially owned by The Column Group LP and 150,000 shares held in trust for which David V. Goeddel and Alena Z. Goeddel serve as co-trustees. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

5. Consists of 604,467 shares beneficially owned by The Column Group II, LP, 3,600,000 shares beneficially owned by The Column Group, LP and 40,000 shares held in trust for which David V. Goeddel and Alena Z. Goeddel serve as co-trustees. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

6. Consists of 18,667 shares beneficially owned by The Column Group II, LP and 1,170,000 shares beneficially owned by The Column Group, LP. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

7. Consists of 1,366,667 shares beneficially owned by The Column Group II, LP and 333,333 shares beneficially owned by The Column Group, LP. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Aetna Wun Trombley, 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.
* 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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