ARMO BioSciences (ARMO) Form 4 Change in insider ownership

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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X

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^*

Kleiner Perkins Caufield & Byers XIV, LLC

(Last) (First) (Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARMO BioSciences, Inc. [ ARMO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2018

4. 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 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	06/22/2018		U		4,266,683(1)	D	$50	0	I	By KPCB Holdings, Inc., as nominee(2)(3)

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

1. Name and Address of Reporting Person^*

Kleiner Perkins Caufield & Byers XIV, LLC

(Last) (First) (Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kleiner Perkins Caufield & Byers XVI, LLC

(Last) (First) (Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KPCB XIV Associates, LLC

(Last) (First) (Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KPCB XIV Founders Fund, LLC

(Last) (First) (Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KPCB XVI Associates, LLC

(Last) (First) (Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KPCB XVI Founders Fund, LLC

(Last) (First) (Middle)

C/O KLEINER PERKINS CAUFIELD & BYERS

2750 SAND HILL ROAD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2018, by and among the Issuer, Eli Lilly and Company ("Parent") and Bluegill Acquisition Corporation ("Merger Sub"), a wholly-owned subsidiary of Parent, Merger Sub made a cash tender offer (the "Offer") to purchase each outstanding share of the Issuer's common stock for $50.00 per share (the "Offer Price"), net to the seller in cash, without interest and less any applicable tax withholding. These shares were tendered into the Offer and, after the expiration of the Offer at one minute after 11:59 pm Eastern Time on June 21, 2018, Merger Sub accepted all of the tendered shares and the holder was entitled to receive the Offer Price per share.

2. Consists of 3,475,576 shares of common stock held by Kleiner Perkins Caufield & Byers XIV, LLC ("KPCB XIV"), 294,029 shares of common stock by KPCB XIV Founders Fund, LLC ("KPCB XIV FF"), 480,625 shares of common stock held by Kleiner Perkins Caufield & Byers XVI, LLC ("KPCB XVI") and 16,453 shares of common stock held by KPCB XVI Founders Fund, LLC ("KPCB XVI FF"). All shares are held for convenience in the name of "KPCB Holdings, Inc., as nominee" for the accounts of such entities. The managing member of KPCB XIV and KPCB XIV FF is KPCB XIV Associates, LLC ("KPCB XIV Associates"). Brook Byers, L. John Doerr, William Gordon and Theodore Schlein, the managing members of KPCB XIV Associates, and Dr. Beth Seidenberg, a member of KPCB XIV Associates, exercise shared voting and dispositive control over the shares held by KPCB XIV and KPCB XIV FF. The managing member of KPCB XVI and KPCB XVI FF is KPCB XVI Associates, LLC ("KPCB XVI Associates").

3. (Continued from Footnote 2) L. John Doerr, Eric Feng, Wen Hsieh, Randy Komisar, Dr. Beth Seidenberg and Theodore Schlein, the managing members of KPCB XVI Associates, exercise shared voting and dispositive control over the shares held by KPCB XVI and KPCB XVI FF.

Remarks:

	/s/Susan Biglieri, Chief Financial Officer	06/22/2018
	** Signature of Reporting Person	Date
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