SEC FORM 4

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^*

LASERSOHN JACK W

(Last)

(First)

(Middle)

C/O ONCOMED PHARMACEUTICALS, INC.

800 CHESAPEAKE DRIVE

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OncoMed Pharmaceuticals Inc [ OMED ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/23/2013		C		473,122	A	⁽¹⁾	473,122	I	See Footnote⁽²⁾
Common Stock	07/23/2013		C		547,205	A	⁽¹⁾	1,020,327	I	See Footnote⁽²⁾
Common Stock	07/23/2013		C		666,661	A	⁽¹⁾	1,686,988	I	See Footnote⁽²⁾
Common Stock	07/23/2013		C		237,403	A	⁽¹⁾	237,403	I	See Footnote⁽³⁾
Common Stock	07/23/2013		C		287,527	A	⁽¹⁾	524,930	I	See Footnote⁽³⁾
Common Stock	07/23/2013		C		278,764	A	⁽¹⁾	803,694	I	See Footnote⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			473,122	⁽⁴⁾	⁽⁵⁾	Common Stock	473,122	⁽¹⁾	0	I	See Footnote⁽²⁾
Series A Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			237,403	⁽⁴⁾	⁽⁵⁾	Common Stock	237,403	⁽¹⁾	0	I	See Footnote⁽³⁾
Series B Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			547,205	⁽⁴⁾	⁽⁵⁾	Common Stock	547,205	⁽¹⁾	0	I	See Footnote⁽²⁾
Series B Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			287,527	⁽⁴⁾	⁽⁵⁾	Common Stock	287,527	⁽¹⁾	0	I	See Footnote⁽³⁾
Series B-1 Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			666,661	⁽⁴⁾	⁽⁵⁾	Common Stock	666,661	⁽¹⁾	0	I	See Footnote⁽²⁾
Series B-1 Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			278,764	⁽⁴⁾	⁽⁵⁾	Common Stock	278,764	⁽¹⁾	0	I	See Footnote⁽³⁾

Explanation of Responses:

1. Each share of Series A, Series B and Series B-1 Preferred Stock automatically converted on a one-to-one basis into Common Stock immediately prior to the consummation of the Issuer's initial public offering on July 23, 2013.

2. The shares are held by Vertical Fund I, L.P., a Delaware limited partnership ("VFI"). The Vertical Group, L.P., a Delaware limited partnership, is the sole general partner of VFI, and The Vertical Group GP, LLC controls The Vertical Group, L.P. Mr. Lasersohn is a Member and Manager of The Vertical Group GP, LLC. All shares of stock indicated as owned by Mr. Lasersohn are included because of his affiliation with The Vertical Group, L.P. Mr. Lasersohn disclaims beneficial ownership of all securities that may be deemed to be beneficially owned by The Vertical Group, L.P., except to the extent of any pecuniary interest therein. This Form 4 shall not be deemed an admission that Mr. Lasersohn or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

3. The shares are held by Vertical Fund II, L.P., a Delaware limited partnership ("VFII"). The Vertical Group, L.P., a Delaware limited partnership, is the sole general partner of VFII, and The Vertical Group GP, LLC controls The Vertical Group, L.P. Mr. Lasersohn is a Member and Manager of The Vertical Group GP, LLC. All shares of stock indicated as owned by Mr. Lasersohn are included because of his affiliation with The Vertical Group, L.P. Mr. Lasersohn disclaims beneficial ownership of all securities that may be deemed to be beneficially owned by The Vertical Group, L.P., except to the extent of any pecuniary interest therein. This Form 4 shall not be deemed an admission that Mr. Lasersohn or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

4. The securities are immediately convertible.

5. The expiration date is not relevant to the conversion of these securities.

	/s/ Yvonne Li, Attorney-in-Fact for Jack W. Lasersohn	07/23/2013
	** 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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