Neff Thomas B Form 4 FIBROGEN / Thomas B Neff 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^*

Neff Thomas B

(Last) (First) (Middle)

C/O FIBROGEN, INC.

409 ILLINOIS ST.

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FIBROGEN INC [ FGEN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2019

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	08/21/2019		M		6,834	A	$2.9	2,356,578	D
Common Stock	08/21/2019		S(1)		18,400	D	$44.79(2)	2,338,178	D
Common Stock	08/21/2019		S(1)		1,418	D	$44.81(3)	45,656	I	By Family Partnership
Common Stock	08/22/2019		M		6,834	A	$2.9	2,345,012	D
Common Stock	08/22/2019		S(1)		17,100	D	$43.8(4)	2,327,912	D
Common Stock	08/22/2019		S(1)		1,300	D	$44.73(5)	2,326,612	D
Common Stock	08/22/2019		S(1)		1,418	D	$43.77(6)	44,238	I	By Family Partnership
Common Stock								20,000	I	By Spouse
Common Stock								60,946	I	See footnote(7)

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
Stock Option (Right to Buy)	$2.9	08/21/2019		M			6,834	(8)	06/09/2020	Common Stock	6,834	$0.00	184,536	D
Stock Option (Right to Buy)	$2.9	08/22/2019		M			6,834	(8)	06/09/2020	Common Stock	6,834	$0.00	177,702	D

Explanation of Responses:

1. Shares sold pursuant to a 10b5-1 plan.

2. The shares were sold at prices ranging from $44.54 to $45.12. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

3. The shares were sold at prices ranging from $44.51 to $45.115. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

4. The shares were sold at prices ranging from $43.46 to $44.38. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

5. The shares were sold at prices ranging from $44.61 to $44.95. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

6. The shares were sold at prices ranging from $43.47 to $43.95. The reporting person will provide upon request to the SEC, the issuer or security holder of the issuer, full information regarding the number of shares sold at each separate price.

7. The shares are held by BioGrowth Partners, LP. The reporting person is the sole general partner of BioGrowth Partners, LP and has sole voting and dispositive power over the shares held by BioGrowth Partners, LP.

8. Fully vested.

Remarks:

	/s/ Dorothy Pacini, Attorney-in-fact	08/23/2019
	** 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 4 (b)(v).
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