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^*

DAG Ventures Management V, LLC

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARMO BioSciences, Inc. [ ARMO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2018

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)
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	01/30/2018		C		1,059,148	A	⁽¹⁾	1,059,148	I	By DAG Ventures V-QP, L.P.⁽²⁾
Common Stock	01/30/2018		C		2,580	A	⁽¹⁾	2,580	I	By DAG Ventures V, L.P.⁽²⁾
Common Stock	01/30/2018		C		728,080	A	⁽³⁾	1,787,228	I	By DAG Ventures V-QP, L.P.⁽²⁾
Common Stock	01/30/2018		C		1,772	A	⁽³⁾	4,352	I	By DAG Ventures V, L.P.⁽²⁾
Common Stock	01/30/2018		C		200,786	A	⁽⁴⁾	1,988,014	I	By DAG Ventures V-QP, L.P.⁽²⁾
Common Stock	01/30/2018		C		489	A	⁽⁴⁾	4,841	I	By DAG Ventures V, L.P.⁽²⁾
Common Stock	01/30/2018		C		226,543	A	⁽⁵⁾	2,214,557	I	By DAG Ventures V-QP, L.P.⁽²⁾
Common Stock	01/30/2018		C		551	A	⁽⁵⁾	5,392	I	By DAG Ventures V, L.P.⁽²⁾
Common Stock	01/30/2018		C		183,351	A	⁽⁶⁾	2,397,908	I	By DAG Ventures V-QP, L.P.⁽²⁾
Common Stock	01/30/2018		C		446	A	⁽⁶⁾	5,838	I	By DAG Ventures V, L.P.⁽²⁾

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⁾	01/30/2018		C			1,059,148	⁽¹⁾	⁽¹⁾	Common Stock	1,059,148	$0.00	0	I	By DAG Ventures V-QP, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	01/30/2018		C			2,580	⁽¹⁾	⁽¹⁾	Common Stock	2,580	$0.00	0	I	By DAG Ventures V, L.P.⁽²⁾
Series B Preferred Stock	⁽³⁾	01/30/2018		C			728,080	⁽³⁾	⁽³⁾	Common Stock	728,080	$0.00	0	I	By DAG Ventures V-QP, L.P.⁽²⁾
Series B Preferred Stock	⁽³⁾	01/30/2018		C			1,772	⁽³⁾	⁽³⁾	Common Stock	1,772	$0.00	0	I	By DAG Ventures V, L.P.⁽²⁾
Series B-1 Preferred Stock	⁽⁴⁾	01/30/2018		C			200,786	⁽⁴⁾	⁽⁴⁾	Common Stock	200,786	$0.00	0	I	By DAG Ventures V-QP, L.P.⁽²⁾
Series B-1 Preferred Stock	⁽⁴⁾	01/30/2018		C			489	⁽⁴⁾	⁽⁴⁾	Common Stock	489	$0.00	0	I	By DAG Ventures V, L.P.⁽²⁾
Series C Preferred Stock	⁽⁵⁾	01/30/2018		C			226,543	⁽⁵⁾	⁽⁵⁾	Common Stock	226,543	$0.00	0	I	By DAG Ventures V-QP, L.P.⁽²⁾
Series C Preferred Stock	⁽⁵⁾	01/30/2018		C			551	⁽⁵⁾	⁽⁵⁾	Common Stock	551	$0.00	0	I	By DAG Ventures V, L.P.⁽²⁾
Series C-1 Preferred Stock	⁽⁶⁾	01/30/2018		C			183,351	⁽⁶⁾	⁽⁶⁾	Common Stock	183,351	$0.00	0	I	By DAG Ventures V-QP, L.P.⁽²⁾
Series C-1 Preferred Stock	⁽⁶⁾	01/30/2018		C			446	⁽⁶⁾	⁽⁶⁾	Common Stock	446	$0.00	0	I	By DAG Ventures V, L.P.⁽²⁾

1. Name and Address of Reporting Person^*

DAG Ventures Management V, LLC

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DAG Ventures V-QP, L.P.

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DAG Ventures V, L.P.

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Cadeddu John J.

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Goodrich R. Thomas

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of the Issuer's Series A Preferred Stock converted automatically into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock did not have an expiration date.

2. DAG Ventures Management V, LLC ("DAG Management V") serves as the sole General Partner of DAG Ventures V-QP, L.P. ("DAG V-QP") and DAG Ventures V, L.P. ("DAG V"). As such, DAG Management V possesses sole voting and investment control over the securities owned by DAG V-QP and DAG V, and may be deemed to have indirect beneficial ownership of the securities held by DAG V-QP and DAG V. DAG Management V, however, owns no securities of the Issuer directly. Messrs. Cadeddu and Goodrich are Managing Directors of DAG Management V and share voting and dispositive power over the shares held by DAG V-QP and DAG V. Each Reporting Person disclaims beneficial ownership of the shares held by DAG V-QP and DAG V except to the extent of his or its proportionate pecuniary interest therein.

3. Each share of the Issuer's Series B Preferred Stock converted automatically into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock did not have an expiration date.

4. Each share of the Issuer's Series B-1 Preferred Stock converted automatically into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series B-1 Preferred Stock did not have an expiration date.

5. Each share of the Issuer's Series C Preferred Stock converted automatically into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series C Preferred Stock did not have an expiration date.

6. Each share of the Issuer's Series C-1 Preferred Stock converted automatically into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series C-1 Preferred Stock did not have an expiration date.

Remarks:

	/s/ John J. Cadeddu, Managing Director	01/30/2018
	/s/ John J. Cadeddu, Managing Director of DAG Ventures Management V, LLC, which serves as the General Partner of DAG Ventures V-QP, L.P.	01/30/2018
	/s/ John J. Cadeddu, Managing Director of DAG Ventures Management V, LLC, which serves as the General Partner of DAG Ventures V, L.P.	01/30/2018
	/s/ John J. Cadeddu	01/30/2018
	/s/ R. Thomas Goodrich	01/30/2018
	** Signature of Reporting Person	Date
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