Ponoi Capital Form 4 Arcus Biosciences / Peter Svennilson 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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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^*

COLUMN GROUP II, LP

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Arcus Biosciences, Inc. [ RCUS ]

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)
03/19/2018

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	03/19/2018		C		1,767,676	A	(1)	1,767,676	D(2)
Common Stock	03/19/2018		C		875,087	A	(1)	2,642,763	D(2)
Common Stock	03/19/2018		C		427,660	A	(1)	3,070,423	D(2)
Common Stock	03/19/2018		C		470,427	A	(1)	470,427	D(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
Series A Preferred Stock	(1)	03/19/2018		C			1,767,676	(1)	(1)	Common Stock	1,767,676	$0	0	D(2)
Series B Preferred Stock	(1)	03/19/2018		C			875,087	(1)	(1)	Common Stock	2,642,763	$0	0	D(2)
Series C Preferred Stock	(1)	03/19/2018		C			427,660	(1)	(1)	Common Stock	3,070,423	$0	0	D(2)
Series C Preferred Stock	(1)	03/19/2018		C			470,427	(1)	(1)	Common Stock	470,427	$0	0	D(3)

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 II 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^*

Ponoi Management, LLC

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PONOI CAPITAL, LP

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

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)

1. Name and Address of Reporting Person^*

Svennilson Peter

(Last) (First) (Middle)

1700 OWENS STREET, SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kutzkey Tim

(Last) (First) (Middle)

1700 OWENS STREET

SUITE 500

(Street)

SAN FRANCISCO CA 94158

(City) (State) (Zip)

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A, Series B and Series C preferred stock automatically converted into one share of common stock. The Series A, Series B and Series C preferred stock had no expiration date.

2. The securities are directly held by The Column Group II, LP ("TCG II") and indirectly held by The Column Group II GP, LP ("TCG II GP") the general partner of TCG II. TCG II GP has voting and dispositive power with respect to these shares. The individual managing partners of TCG II GP 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 his pecuniary interest in such shares

3. The securities are directly held by Ponoi Capital, LP ("Ponoi LP") and indirectly held by Ponoi Management, LLC ("Ponoi LLC") the general partner of Ponoi LP. Ponoi LLC has voting and dispositive power with respect to these shares. The individual managing partners of Ponoi LLC are Peter Svennilson, David Goeddel and Tim Kutzkey, 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 his pecuniary interest in such shares.

	/s/ Jennifer J. Carlson, Attorney-in-Fact	03/19/2018
	** Signature of Reporting Person	Date
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