SEC FORM 3

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^*

Knickerbocker Aron Marc

(Last)

(First)

(Middle)

C/O FIVE PRIME THERAPEUTICS, INC.

TWO CORPORATE DRIVE

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2013

3. Issuer Name and Ticker or Trading Symbol
FIVE PRIME THERAPEUTICS INC [ FPRX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Chief Business Officer

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	35,073	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽¹⁾	10/20/2019	Common Stock	1,185	$4.56	D
Stock Option (right to buy)	⁽²⁾	07/28/2020	Common Stock	11,788	$6.89	D
Stock Option (right to buy)	⁽³⁾	07/13/2021	Common Stock	16,260	$8.49	D
Stock Option (right to buy)	⁽⁴⁾	01/01/2022	Common Stock	16,991	$8.49	D
Stock Option (right to buy)	⁽⁵⁾	07/15/2022	Common Stock	56,910	$5.54	D
Stock Option (right to buy)	⁽⁶⁾	07/18/2023	Common Stock	24,390	$7.26	D

Explanation of Responses:

1. One quarter of the shares underlying the option vested on September 23, 2010, and the remainder of the shares underlying the option vest at a rate of 1/36th per month thereafter.

2. This option began vesting on July 29, 2010, at a rate of 1/48th per month.

3. This option began vesting on July 14, 2011, at a rate of 1/48th per month.

4. This option began vesting on January 2, 2012, at a rate of 1/48th per month.

5. This option began vesting on July 12, 2012, at a rate of 1/48th per month.

6. This option began vesting on July 19, 2013, at a rate of 1/48th per month.

Remarks:

	/s/ Francis Sarena, Attorney-in-Fact	09/17/2013
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.