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* Sikorski Robert Steven (Last) (First) (Middle) C/O FIVE PRIME THERAPEUTICS, INC. TWO CORPORATE DRIVE (Street) SOUTH SAN FRANCISCO CA 94080 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/21/2016	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, Global Clinical Develop.	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	101,424(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(3)	09/17/2024	Common Stock	80,000	$11.92	D
Employee Stock Option (right to buy)	(4)	08/16/2025	Common Stock	20,000	$19.25	D

Explanation of Responses:

1. Includes 1,184 shares acquired on November 15, 2015 pursuant to the Company's 2013 Employee Stock Purchase Plan.

2. Includes an aggregate of 100,240 shares of restricted stock, which will vest according to the following schedules: a) 20,000 shares of restricted stock vest according to the following schedule: 50% vests on September 17, 2016 with the remainder vesting on September 17, 2017; b) 5,240 shares of restricted stock vest on January 3, 2017; and c) 75,000 shares of restricted stock vest according to the following schedule: 50% vests on September 1, 2016 with the remainder vesting on March 1, 2017, provided the reporting person remains employed by the Company though each such vesting date.

3. One fourth (1/4th) of the shares underlying the option vested on September 17, 2015, and the remainder of the shares underlying the option vest at a rate of one forty-eighth (1/48th) per month thereafter, provided the reporting person remains employed by the Company through each such date.

4. One forty-eighth (1/48th) of the shares underlying the option vest monthly beginning on September 17, 2015, provided the reporting person remains employed by the Company through each such date.

Remarks:

	/s/ Francis Sarena, Attorney-in-Fact	02/01/2016
	** 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).
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