SEC FORM 3/A

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^*

Collins Helen Louise

(Last)

(First)

(Middle)

111 OYSTER POINT BOULEVARD

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/20/2017

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 and Chief Medical Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
03/22/2017

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	25,156.25⁽¹⁾⁽²⁾	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)
Employee Stock Option (right to buy)	⁽³⁾	06/26/2026⁽⁴⁾	Common Stock	60,000	$37.89	D
Employee Stock Option (right to buy)	⁽⁵⁾	02/06/2027⁽⁶⁾	Common Stock	9,000	$45.38	D

Explanation of Responses:

1. Represents (i) 3,000 shares of restricted stock, which will vest according to the following schedule: one-third (1/3) of the restricted stock will vest on each of September 1, 2017, 2018, and 2019, (ii) 5,000 shares of restricted stock, which will vest according to the following schedule: one-half (1/2) of the restricted stock will vest on each of June 23, 2017 and 2018, (iii) 5,625 shares of restricted stock, which will vest according to the following schedule: one-third (1/3) of the restricted stock will vest on each of February 5, 2018, 2019, and 2020 and (iv) 11,531.25 shares of restricted stock, which will vest according to the following schedule: one-third (1/3) of the restricted stock will vest on February 5, 2019 and two-thirds (2/3) of the restricted stock will vest on February 5, 2020, in each case, provided the reporting person provides services to Five Prime Therapeutics, Inc. (the "Company") through each such date.

2. This amendment is being filed to reflect that a grant of 5,000 shares of restricted stock was inadvertently excluded from the reporting person's Form 3 ownership report filed with the Securities and Exchange Commission on March 18, 2017.

3. One fourth (1/4) of the shares underlying this option will vest on June 20, 2017, and the remainder of the shares underlying this option vest at a rate of one forth-eighth (1/48) per month thereafter, provided the reporting person provides services to the Company through each such date.

4. This amendment reflects that the option grant disclosed in the reporting person's Form 3 ownership report filed with the Securities and Exchange Commission on March 18, 2017 inadvertently included an initial vest date of June 23, 2017, rather than June 20, 2017, and an option expiration date of June 23, 2026, rather than June 26, 2026.

5. The shares underlying the option vest at a rate of one forty-eighth (1/48) per month following February 7, 2017, provided the reporting person provides services to the Company through each such date.

6. This amendment reflects that the option grant disclosed in the reporting person's Form 3 ownership report filed with the Securities and Exchange Commission on March 18, 2017 inadvertently included an option expiration date of February 7, 2027, rather than February 6, 2027.

Remarks:

	/s/ Francis Sarena, Attorney-in-Fact	02/28/2018
	** 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.