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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GORDON CARL L

(Last)

(First)

(Middle)

C/O ORBIMED ADVISORS, LLC

601 LEXINGTON AVENUE, 54TH FLOOR

(Street)

NEW YORK

10022

(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)

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

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)

X	Form filed by One Reporting Person
	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		3,709,356⁽¹⁾	A	⁽³⁾	3,709,356	I	By OrbiMed Private Investments IV, LP⁽⁴⁾⁽⁶⁾
Common Stock	01/30/2018		C		409,547⁽²⁾	A	⁽³⁾	409,547	I	By OrbiMed Private Investments V, LP⁽⁵⁾⁽⁶⁾

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 Convertible Preferred Stock	⁽³⁾	01/30/2018		C			1,783,704	⁽³⁾	⁽³⁾	Common Stock	1,783,704	$0.00	0	I	By OrbiMed Private Investments IV, LP⁽⁴⁾⁽⁶⁾
Series B Convertible Preferred Stock	⁽³⁾	01/30/2018		C			1,226,156	⁽³⁾	⁽³⁾	Common Stock	1,226,156	$0.00	0	I	By OrbiMed Private Investments IV, LP⁽⁴⁾⁽⁶⁾
Series C Convertible Preferred Stock	⁽³⁾	01/30/2018		C			415,869	⁽³⁾	⁽³⁾	Common Stock	415,869	$0.00	0	I	By OrbiMed Private Investments IV, LP⁽⁴⁾⁽⁶⁾
Series C-1 Convertible Preferred Stock	⁽³⁾	01/30/2018		C			283,627	⁽³⁾	⁽³⁾	Common Stock	283,627	$0.00	0	I	By OrbiMed Private Investments IV, LP⁽⁴⁾⁽⁶⁾
Series B-1 Convertible Preferred Stock	⁽³⁾	01/30/2018		C			332,271	⁽³⁾	⁽³⁾	Common Stock	332,271	$0.00	0	I	By OrbiMed Private Investments V, LP⁽⁵⁾⁽⁶⁾
Series C Convertible Preferred Stock	⁽³⁾	01/30/2018		C			45,961	⁽³⁾	⁽³⁾	Common Stock	45,961	$0.00	0	I	By OrbiMed Private Investments V, LP⁽⁵⁾⁽⁶⁾
Series C-1 Convertible Preferred Stock	⁽³⁾	01/30/2018		C			31,315	⁽³⁾	⁽³⁾	Common Stock	31,315	$0.00	0	I	By OrbiMed Private Investments V, LP⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. The total represents shares received upon conversion of shares of Series A, B, C and C-1 Convertible Preferred Stock.

2. The total represents shares received upon conversion of shares of Series B-1, C and C-1 Convertible Preferred Stock.

3. Each share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series B-1 Convertible Preferred Stock, Series C Convertible Preferred Stock and Series C-1 Convertible Preferred Stock automatically converted into one share of Issuer's Common Stock for no additional consideration immediately prior to the completion of the Issuer's initial public offering. The Convertible Preferred Stock had no expiration date.

4. These Shares are held of record by OrbiMed Private Investments IV, LP ("OPI IV"). OrbiMed Capital GP IV LLC ("GP IV") is the general partner of OPI IV, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP IV. By virtue of such relationships, GP IV and Advisors may be deemed to have voting and investment power over the securities held by OPI IV and as a result may be deemed to have beneficial ownership over such securities.

5. These Shares are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the general partner of OPI V, and Advisors is the managing member of GP V. By virtue of such relationships, GP IV and Advisors may be deemed to have voting and investment power over the securities held by OPI V and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a member of Advisors.

6. Each of GP IV, GP V, Advisors and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

	/s/ Scott Paraker, Attorney-in-Fact	01/30/2018
	** 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 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).
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.