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^*

VERTICAL GROUP LP

(Last)

(First)

(Middle)

25 DEFOREST AVE

(Street)

SUMMIT

07901

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/17/2013

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

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

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

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)

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)
Series A Preferred Stock⁽¹⁾	⁽²⁾	⁽³⁾	Class A Common Stock⁽⁴⁾	473,122	$0	I	See Footnote⁽⁵⁾
Series A Preferred Stock⁽¹⁾	⁽²⁾	⁽³⁾	Class A Common Stock⁽⁴⁾	237,403	$0	I	See Footnote⁽⁶⁾
Series B Preferred Stock⁽¹⁾	⁽²⁾	⁽³⁾	Class A Common Stock⁽⁴⁾	547,205	$0	I	See Footnote⁽⁵⁾
Series B Preferred Stock⁽¹⁾	⁽²⁾	⁽³⁾	Class A Common Stock⁽⁴⁾	287,527	$0	I	See Footnote⁽⁶⁾
Series B-1 Preferred Stock⁽¹⁾	⁽²⁾	⁽³⁾	Class A Common Stock⁽⁴⁾	666,661	$0	I	See Footnote⁽⁵⁾
Series B-1 Preferred Stock⁽¹⁾	⁽²⁾	⁽³⁾	Class A Common Stock⁽⁴⁾	278,764	$0	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. 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.

2. The securities are immediately convertible.

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

4. The Class A Common Stock will be redesignated "Common Stock" immediately prior to the consummation of the Issuer's initial public offering.

5. The shares are held directly by Vertical Fund I, L.P., ("VFI"), a Delaware limited partnership. The Vertical Group, L.P. ("VG LP"), a Delaware limited partnership, is the sole general partner of VFI, and The Vertical Group GP, LLC ("VG LLC"), a Delaware limited liability company, controls VG LP. VG LP and VG LLC disclaim beneficial ownership of all securities that may be deemed to be beneficially owned by VFI except to the extent of any pecuniary interest therein. This Form 3 shall not be deemed an admission that VG LP, VG LLC or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

6. The shares are held directly by Vertical Fund II, L.P., ("VFII"), a Delaware limited partnership. The Vertical Group, L.P. ("VG LP"), a Delaware limited partnership, is the sole general partner of VFII, and The Vertical Group GP, LLC ("VG LLC"), a Delaware limited liability company, controls VG LP. VG LP and VG LLC disclaim beneficial ownership of all securities that may be deemed to be beneficially owned by VFII except to the extent of any pecuniary interest therein. This Form 3 shall not be deemed an admission that VG LP, VG LLC or any other person referred to herein is a beneficial owner of any securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

	/s/ John E. Runnells, Authorized Signatory for The Vertical Group, L.P.	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.