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^*

LVP GP I, LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER SUITE 4050

(Street)

SAN FRANCISCO

94111

(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)

Director	X	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)

	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	07/23/2013		C		100,000	A	⁽¹⁾	100,000	I	Directly owned by LVP I⁽²⁾⁽³⁾
Common Stock	07/23/2013		C		65,476	A	⁽¹⁾	165,476	I	Directly owned by LVP I⁽²⁾⁽³⁾
Common Stock	07/23/2013		C		74,142	A	⁽¹⁾	239,618	I	Directly owned by LVP I⁽²⁾⁽³⁾
Common Stock	07/23/2013		P		7,937	A	$17	247,555	I	Directly owned by LVP I⁽²⁾⁽³⁾
Common Stock	07/23/2013		C		426,315	A	⁽¹⁾	426,315	I	Directly owned by LVP II⁽²⁾⁽³⁾
Common Stock	07/23/2013		C		279,135	A	⁽¹⁾	705,450	I	Directly owned by LVP II⁽²⁾⁽³⁾
Common Stock	07/23/2013		C		316,079	A	⁽¹⁾	1,021,529	I	Directly owned by LVP II⁽²⁾⁽³⁾
Common Stock	07/23/2013		P		33,834	A	$17	1,055,363	I	Directly owned by LVP II⁽²⁾⁽³⁾
Common Stock	07/23/2013		C		611,995	A	⁽¹⁾	611,995	I	Directly owned by LVP III⁽²⁾⁽³⁾
Common Stock	07/23/2013		C		692,994	A	⁽¹⁾	1,304,989	I	Directly owned by LVP III⁽²⁾⁽³⁾
Common Stock	07/23/2013		P		43,223	A	$17	1,348,212	I	Directly owned by LVP III⁽²⁾⁽³⁾
Common Stock	07/23/2013		C		30,599	A	⁽¹⁾	30,599	I	Directly owned by Associates⁽²⁾⁽³⁾
Common Stock	07/23/2013		C		34,649	A	⁽¹⁾	65,248	I	Directly owned by Associates⁽²⁾⁽³⁾
Common Stock	07/23/2013		P		2,161	A	$17	67,409	I	Directly owned by Associates⁽²⁾⁽³⁾
Common Stock	07/23/2013		C		15,299	A	⁽¹⁾	15,299	I	Directly owned by Partners⁽²⁾⁽³⁾
Common Stock	07/23/2013		C		17,324	A	⁽¹⁾	32,623	I	Directly owned by Partners⁽²⁾⁽³⁾
Common Stock	07/23/2013		P		1,080	A	$17	33,703	I	Directly owned by Partners⁽²⁾⁽³⁾
Common Stock								43,859	I	Directly owned by LVPMC⁽²⁾⁽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			100,000	⁽⁴⁾	⁽⁵⁾	Common Stock	100,000	⁽¹⁾	0	I	Directly owned by LVP I⁽²⁾⁽³⁾
Series A Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			426,315	⁽⁴⁾	⁽⁵⁾	Common Stock	426,315	⁽¹⁾	0	I	Directly owned by LVP II⁽²⁾⁽³⁾
Series B Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			65,476	⁽⁴⁾	⁽⁵⁾	Common Stock	65,476	⁽¹⁾	0	I	Directly owned by LVP I⁽²⁾⁽³⁾
Series B Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			279,135	⁽⁴⁾	⁽⁵⁾	Common Stock	279,135	⁽¹⁾	0	I	Directly owned by LVP II⁽²⁾⁽³⁾
Series B Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			611,995	⁽⁴⁾	⁽⁵⁾	Common Stock	611,995	⁽¹⁾	0	I	Directly owned by LVP III⁽²⁾⁽³⁾
Series B Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			30,599	⁽⁴⁾	⁽⁵⁾	Common Stock	30,599	⁽¹⁾	0	I	Directly owned by Associates⁽²⁾⁽³⁾
Series B Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			15,299	⁽⁴⁾	⁽⁵⁾	Common Stock	15,299	⁽¹⁾	0	I	Directly owned by Partners⁽²⁾⁽³⁾
Series B-1 Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			74,142	⁽⁴⁾	⁽⁵⁾	Common Stock	74,142	⁽¹⁾	0	I	Directly owned by LVP I⁽²⁾⁽³⁾
Series B-1 Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			316,079	⁽⁴⁾	⁽⁵⁾	Common Stock	316,079	⁽¹⁾	0	I	Directly owned by LVP II⁽²⁾⁽³⁾
Series B-1 Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			692,994	⁽⁴⁾	⁽⁵⁾	Common Stock	692,994	⁽¹⁾	0	I	Directly owned by LVP III⁽²⁾⁽³⁾
Series B-1 Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			34,649	⁽⁴⁾	⁽⁵⁾	Common Stock	34,649	⁽¹⁾	0	I	Directly owned by Associates⁽²⁾⁽³⁾
Series B-1 Preferred Stock⁽¹⁾	⁽¹⁾	07/23/2013		C			17,324	⁽⁴⁾	⁽⁵⁾	Common Stock	17,324	⁽¹⁾	0	I	Directly owned by Partners⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

LVP GP I, LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LVP GP II, LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LVP GP III, LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LVP Life Science Ventures I, L.P.

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LVP Life Science Ventures II, L.P.

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LVP LIFE SCIENCE VENTURES III L.P.

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LVP III Associates, L.P.

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LVP III Partners LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LVPMC, LLC

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LATTERELL PATRICK F

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER SUITE 4050

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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 reported securities are owned directly by each of LVPMC, LLC ("LVPMC"), LVP Life Science Ventures I, L.P. ("LVP I"), LVP Life Science Ventures II, L.P. ("LVP II"), LVP Life Science Ventures III, L.P ("LVP III"), LVP III Associates, L.P. ("Associates") and LVP III Partners, L.P. ("Partners"). LVP GP I, LLC ("GP I") is the general partner of LVP I, LVP GP II, LLC ("GP II") is the general partner of LVP II and LVP GP III, LLC ("GP III") is the general partner of LVP III, Associates and Partners. (Continued on Footnote 3)

3. GP I, GP II and GP III may be deemed to have sole voting power and dispositive power over the shares held by LVP I, LVP II, LVP III, Associates and Partners. Each of GP I, GP II, GP III and Patrick Latterell, the managing member of each of GP I, GP II and GP III and the manager of LVPMC may be deemed to share voting and dispositive power over the reported securities and disclaim beneficial ownership of the reported securities held by LVPMC, LVP I, LVP II, LVP III, Associates and Partners except to the extent of any pecuniary interest therein. James W. Woody, M.D., Ph.D., as a member of each of GP I, GP II and GP III, may be deemed to share voting and dispositive power over the reported securities held by LVP I, LVP II, LVP III, Associates and Partners, and disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

4. The securities are immediately convertible.

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

	/s/ Patrick Latterell, Managing Member of LVP GP I, LLC	07/23/2013
	/s/ Patrick Latterell, Managing Member of LVP GP II, LLC	07/23/2013
	/s/ Patrick Latterell, Managing Member of LVP GP III, LLC	07/23/2013
	/s/ Patrick Latterell, Managing Member of LVPMC, LLC	07/23/2013
	/s/ Patrick Latterell, Managing Member of LVP GP I, LLC, General Partner of LVP Life Science Ventures I, L.P.	07/23/2013
	/s/ Patrick Latterell, Managing Member of LVP GP II, LLC, General Partner of LVP Life Science Ventures II, L.P.	07/23/2013
	/s/ Patrick Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP Life Science Ventures III, L.P.	07/23/2013
	/s/ Patrick Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP III Associates, L.P.	07/23/2013
	/s/ Patrick Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP III Partners, L.P.	07/23/2013
	/s/ Patrick Latterell	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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