0001209191-20-043532.txt : 20200723 0001209191-20-043532.hdr.sgml : 20200723 20200723174401 ACCESSION NUMBER: 0001209191-20-043532 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190515 FILED AS OF DATE: 20200723 DATE AS OF CHANGE: 20200723 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ponoi II Management, LLC CENTRAL INDEX KEY: 0001746488 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38853 FILM NUMBER: 201044456 BUSINESS ADDRESS: STREET 1: 1700 OWENS STREET, SUITE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 BUSINESS PHONE: 415-865-2050 MAIL ADDRESS: STREET 1: 1700 OWENS STREET, SUITE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Svennilson Peter CENTRAL INDEX KEY: 0001606074 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38853 FILM NUMBER: 201044457 MAIL ADDRESS: STREET 1: 1700 OWENS STREET STREET 2: SUITE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kutzkey Tim CENTRAL INDEX KEY: 0001614186 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38853 FILM NUMBER: 201044458 MAIL ADDRESS: STREET 1: 1700 OWENS STREET STREET 2: SUITE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOEDDEL DAVID V CENTRAL INDEX KEY: 0001182464 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38853 FILM NUMBER: 201044459 MAIL ADDRESS: STREET 1: C/O COLUMN GROUP LP STREET 2: 1700 OWENS STREET, SUITE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COLUMN GROUP L P CENTRAL INDEX KEY: 0001347769 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38853 FILM NUMBER: 201044460 BUSINESS ADDRESS: STREET 1: 1700 OWENS STREET STREET 2: SUITE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 BUSINESS PHONE: 415-865-2050 MAIL ADDRESS: STREET 1: 1700 OWENS STREET STREET 2: SUITE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ponoi Capital II, LP CENTRAL INDEX KEY: 0001732601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38853 FILM NUMBER: 201044461 BUSINESS ADDRESS: STREET 1: 1700 OWENS STREET STREET 2: STE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 BUSINESS PHONE: 4158652050 MAIL ADDRESS: STREET 1: 1700 OWENS STREET STREET 2: STE 500 CITY: SAN FRANCISCO STATE: CA ZIP: 94158 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NGM BIOPHARMACEUTICALS INC CENTRAL INDEX KEY: 0001426332 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-243-5555 MAIL ADDRESS: STREET 1: 333 OYSTER POINT BOULEVARD CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-05-15 0 0001426332 NGM BIOPHARMACEUTICALS INC NGM 0001347769 COLUMN GROUP L P 1700 OWENS STREET SUITE 500 SAN FRANCISCO CA 94158 1 0 1 0 0001732601 Ponoi Capital II, LP 1700 OWENS STREET SUITE 500 SAN FRANCISCO CA 94158 0 0 1 0 0001746488 Ponoi II Management, LLC 1700 OWENS STREET SUITE 500 SAN FRANCISCO CA 94158 0 0 1 1 General Partner 0001606074 Svennilson Peter 1700 OWENS STREET SUITE 500 SAN FRANCISCO CA 94158 0 0 1 1 Managing Partner 0001614186 Kutzkey Tim 1700 OWENS STREET SUITE 500 SAN FRANCISCO CA 94158 0 0 1 1 Managing Partner 0001182464 GOEDDEL DAVID V 1700 OWENS STREET SUITE 500 SAN FRANCISCO CA 94158 1 0 1 1 Managing Partner Common Stock 2020-07-21 4 M 0 24000 13.35 A 44000 D Common Stock 2020-07-22 4 P 0 193 18.00 A 1540264 D Common Stock 16166907 D Common Stock 15000 D Common Stock 190000 I By Trust Stock Option (Right to Buy) 13.35 2019-05-15 4 A 0 24000 0.00 A 2020-05-15 2029-05-14 Common Stock 24000 24000 I See Footnote Stock Option (Right to Buy) 13.35 2019-05-15 4 A 0 24000 0.00 A 2020-05-15 2020-08-18 Common Stock 24000 24000 I See Footnote Stock Option (Right to Buy) 20.37 2020-05-20 4 A 0 16806 0.00 A 2030-05-19 Common Stock 16806 16806 I See Footnote Stock Option (Right to Buy) 13.35 2020-07-21 4 M 0 24000 0.00 D 2020-05-15 2020-08-18 Common Stock 24000 0 D The securities are directly held by Peter Svennilson, a former director of the Issuer who is a managing partner at The Column Group which invests through The Column Group II, LP ("TCG II LP"), Ponoi Capital, LP ("Ponoi LP"), Ponoi Capital II, LP ("Ponoi II LP"), The Column Group III, LP ("TCG III LP") and The Column Group III-A, LP ("TCG III-A LP," and, together with TCG II LP, Ponoi LP, Ponoi II LP and TCG III LP, the "Funds"), among other entities. Under the partnership agreements of the Funds and his agreement with The Column Group Management, LP ("TCGM LP"), Mr. Svennilson is deemed to hold the securities for the economic benefit of the Funds and TCGM LP. The Funds and their respective general partners, TCGM LP and the individual managing partners of such entities may be deemed indirect beneficial owners of the securities. Such reporting persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein. The securities are directly held by Peter Svennilson and certain of the securities are indirectly held by other reporting persons. See footnote 1 and related text. Mr. Svennilson disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. Consists of 91 shares of Common Stock held directly by TCG III LP and 102 shares of Common Stock held directly by TCG III-A LP. Consists of 723,362 shares of Common Stock held directly by TCG III LP and 816,902 shares of Common Stock held directly by TCG III-A LP. The securities are directly held by TCG III LP, and indirectly held by The Column Group III GP, LP ("TCG III GP"), the general partner of TCG III LP. The managing partners of TCG III GP are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of TCG III GP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. The securities are directly held by TCG III-A LP, and indirectly held by TCG III GP, the general partner of TCG III-A LP. The managing partners of TCG III GP are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of TCG III GP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. Consists of 11,103,333 shares of Common Stock held directly by The Column Group, LP ("TCG LP"), 2,265,758 shares of Common Stock held directly by TCG II LP, 100,000 shares of Common Stock held directly by The Column Group GP, LP ("TCG GP"),100,000 shares of Common Stock held directly by TCGM LP, 1,298,908 shares of Common Stock held directly by Ponoi LP, and 1,298,908 shares of Common Stock held directly by Ponoi II LP. The securities are directly held by TCG LP, and indirectly held by TCG GP, the general partner of TCG LP. The managing partners of TCG GP are David Goeddel and Peter Svennilson. The managing partners of TCG GP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. The securities are directly held by TCG II LP, and indirectly held by The Column Group II GP, LP ("TCG II GP"), the general partner of TCG II LP. The managing partners of TCG II GP are David Goeddel and Peter Svennilson. The managing partners of TCG II GP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. The securities are directly held by TCG GP. The managing partners of TCG GP are David Goeddel and Peter Svennilson. The managing partners of TCG GP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. The securities are directly held by TCGM LP. The managing partners of TCGM LP are David Goeddel and Peter Svennilson. The managing partners of TCGM LP may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. The securities are directly held by Ponoi LP, and indirectly held by Ponoi Management, LLC ("Ponoi LLC"), the general partner of Ponoi LP. The managing partners of Ponoi LLC are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of Ponoi LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. The securities are directly held by Ponoi II LP, and indirectly held by Ponoi II Management, LLC ("Ponoi II LLC"), the general partner of Ponoi II LP. The managing partners of Ponoi II LLC are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of Ponoi II LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. The securities are owned solely by Tim Kutzkey. The securities are directly held by the David V. Goeddel and Alena Z. Goeddel 2004 Trust for which David V. Goeddel and Alena Z. Goeddel serve as co-trustee. Issued pursuant to the Issuer's Amended and Restated 2018 Equity Incentive Plan. The securities are directly held by David Goeddel, a director of the Issuer who is a managing partner at The Column Group which invests through the Funds, among other entities. Under the partnership agreements of the Funds and his agreement with TCGM LP, Mr. Goeddel is deemed to hold the securities for the economic benefit of the Funds and TCGM LP. The Funds and their respective general partners, TCGM LP and the individual managing partners of such entities may be deemed indirect beneficial owners of the securities. Such reporting persons disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein. The option expires 90 days from May 20, 2020, the date Mr. Svennilson's service as a director of the Issuer ceased. The stock option shall vest in four (4) approximately equal quarterly installments, such that the option shall be fully vested on the earlier of (i) the one-year anniversary of the date of grant and (ii) the day prior to the next Issuer's annual stockholder meeting, subject to Mr. Goeddel's Continuous Service (as defined in the Amended and Restated 2018 Equity Incentive Plan) on each applicable vesting date. Due to SEC restrictions on the number of reporting owners, this is Form 2 of 2. /s/ Jennifer J. Carlson, Attorney-in-Fact 2020-07-23