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^*

Li Yvonne

(Last)

(First)

(Middle)

C/O ONCOMED PHARMACEUTICALS, INC.

800 CHESAPEAKE DRIVE

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2018

3. Issuer Name and Ticker or Trading Symbol
OncoMed Pharmaceuticals Inc [ OMED ]

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

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

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	64,952⁽¹⁾	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)	⁽²⁾	12/04/2018	Common Stock	1,017	$3.42	D
Stock Option (Right to Buy)	⁽²⁾	03/14/2023	Common Stock	15,571	$8.55	D
Stock Option (Right to Buy)	⁽²⁾	07/16/2023	Common Stock	5,000	$17	D
Stock Option (Right to Buy)	⁽³⁾	12/17/2024	Common Stock	35,000	$21.18	D
Stock Option (Right to Buy)	⁽⁴⁾	12/26/2025	Common Stock	30,000	$21.43	D
Stock Option (Right to Buy)	⁽⁵⁾	01/02/2027	Common Stock	45,000	$7.66	D
Stock Option (Right to Buy)	⁽⁶⁾	04/22/2027	Common Stock	50,000	$3.73	D
Stock Option (Right to Buy)	⁽⁷⁾	10/06/2027	Common Stock	26,666	$4.36	D
Stock Option (Right to Buy)	⁽⁸⁾	01/03/2028	Common Stock	55,000	$3.98	D

Explanation of Responses:

1. Includes 45,834 Restricted Stock Units ("RSUs"). The Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU upon the vesting thereof.

2. The option is fully vested and exercisable.

3. The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of December 18, 2014, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

4. The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of December 27, 2015, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

5. The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of January 3, 2017, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

6. The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of April 23, 2017, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

7. The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of October 7, 2017, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

8. The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of January 4, 2018, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

Remarks:

Vice President, Finance, Controller and Administration

	/s/ Alicia J. Hager, Attorney-in-Fact for Yvonne Li	03/20/2018
	** 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.