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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/17/2013 |
3. Issuer Name and Ticker or Trading Symbol
OncoMed Pharmaceuticals Inc [ OMED ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Class A Common Stock(1) | 43,859 | I | Directly owned by LVPMC(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Series A Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 100,000 | $0 | I | Directly owned by LVP I(2)(3) |
Series A Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 426,315 | $0 | I | Directly owned by LVP II(2)(3) |
Series B Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 65,476 | $0 | I | Directly owned by LVP I(2)(3) |
Series B Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 279,135 | $0 | I | Directly owned by LVP II(2)(3) |
Series B Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 611,995 | $0 | I | Directly owned by LVP III(2)(3) |
Series B Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 30,599 | $0 | I | Directly owned by Associates(2)(3) |
Series B Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 15,299 | $0 | I | Directly owned by Partners(2)(3) |
Series B-1 Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 74,142 | $0 | I | Directly owned by LVP I(2)(3) |
Series B-1 Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 316,079 | $0 | I | Directly owned by LVP II(2)(3) |
Series B-1 Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 692,994 | $0 | I | Directly owned by LVP III(2)(3) |
Series B-1 Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 34,649 | $0 | I | Directly owned by Associates(2)(3) |
Series B-1 Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 17,324 | $0 | I | Directly owned by Partners(2)(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The Class A Common Stock will be redesignated "Common Stock" immediately prior to the consummation of the Issuer's initial public offering. |
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. Each share of Series A, Series B and Series B-1 Preferred Stock will automatically convert on a one-to-one basis into Common Stock immediately prior to the consummation of the Issuer's initial public offering. |
5. The securities are immediately convertible. |
6. The expiration date is not relevant to the conversion of these securities. |
/s/ Patrick Latterell, Managing Member of LVP GP I, LLC | 07/17/2013 | |
/s/ Patrick Latterell, Managing Member of LVP GP II, LLC | 07/17/2013 | |
/s/ Patrick Latterell, Managing Member of LVP GP III, LLC | 07/17/2013 | |
/s/ Patrick Latterell, Managing Member of LVPMC, LLC | 07/17/2013 | |
/s/ Patrick Latterell, Managing Member of LVP GP I, LLC, General Partner of LVP Life Science Ventures I, L.P. | 07/17/2013 | |
/s/ Patrick Latterell, Managing Member of LVP GP II, LLC, General Partner of LVP Life Science Ventures II, L.P. | 07/17/2013 | |
/s/ Patrick Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP Life Science Ventures III, L.P. | 07/17/2013 | |
/s/ Patrick Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP III Associates, L.P. | 07/17/2013 | |
/s/ Patrick Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP III Partners, L.P. | 07/17/2013 | |
/s/ Patrick Latterell | 07/17/2013 | |
** 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 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. |