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^*

Gurney Austin

(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)
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	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)
Class A Common Stock⁽¹⁾	76,315	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⁾	05/21/2018	Class A Common Stock⁽¹⁾	23,684	$3.42	D
Stock Option (right to buy)	⁽³⁾	12/05/2018	Class A Common Stock⁽¹⁾	92,086	$3.42	D
Stock Option (right to buy)	⁽⁴⁾	12/18/2019	Class A Common Stock⁽¹⁾	59,409	$4.11	D
Series B Preferred Stock⁽⁵⁾	⁽⁶⁾	⁽⁷⁾	Class A Common Stock⁽¹⁾	6,265	$0	D
Series B-1 Preferred Stock⁽⁵⁾	⁽⁶⁾	⁽⁷⁾	Class A Common Stock⁽¹⁾	5,160	$0	D

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 option is fully vested and exercisable.

3. The option was immediately exercisable in full on December 5, 2008; however, the shares subject to the option vest in 60 successive, equal monthly installments on each monthly anniversary of December 5, 2008, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

4. The option was immediately exercisable in full on December 18, 2009; however, the shares subject to the option vest in 60 successive, equal monthly installments on each monthly anniversary of December 18, 2009, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

5. Each share of 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.

6. The securities are immediately convertible.

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

Remarks:

Senior Vice President, Molecular and Cellular Biology

	/s/ Yvonne Li, Attorney-in-Fact for Austin Gurney	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.