0001181431-13-040433.txt : 20130717 0001181431-13-040433.hdr.sgml : 20130717 20130717210747 ACCESSION NUMBER: 0001181431-13-040433 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130717 FILED AS OF DATE: 20130717 DATE AS OF CHANGE: 20130717 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OncoMed Pharmaceuticals Inc CENTRAL INDEX KEY: 0001302573 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 383572512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 CHESAPEAKE DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-995-8200 MAIL ADDRESS: STREET 1: 800 CHESAPEAKE DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HASTINGS PAUL J CENTRAL INDEX KEY: 0001309702 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35993 FILM NUMBER: 13973747 MAIL ADDRESS: STREET 1: 61 HARTFORD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94114 3 1 rrd350453.xml X0206 3 2013-07-17 0 0001302573 OncoMed Pharmaceuticals Inc OMED 0001309702 HASTINGS PAUL J C/O ONCOMED PHARMACEUTICALS, INC. 800 CHESAPEAKE DRIVE REDWOOD CITY CA 94063 1 1 0 0 President & CEO Class A Common Stock 283371 I See Footnote Stock Option (right to buy) 1.43 2017-01-11 Class A Common Stock 76277 D Stock Option (right to buy) 3.42 2018-12-05 Class A Common Stock 331187 D Stock Option (right to buy) 4.11 2019-12-18 Class A Common Stock 84929 D Series A Preferred Stock 0 Class A Common Stock 17543 I See Footnote Series B Preferred Stock 0 Class A Common Stock 12531 I See Footnote Series B-1 Preferred Stock 0 Class A Common Stock 10320 I See Footnote The Class A Common Stock will be redesignated "Common Stock" immediately prior to the consummation of the Issuer's initial public offering. The shares are held by the Paul J. Hastings Living Trust, dated May 1, 2012. The option is fully vested and exercisable, subject to an annual limitation of 175,438 shares that can be issued to a single grantee upon the exercise of awards under the Issuer's 2004 Stock Incentive Plan (the "Plan"). The option was immediately exercisable in full on December 5, 2008, subject to an annual limitation of 175,438 shares that can be issued to a single grantee upon the exercise of awards under the Plan; 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. The option was immediately exercisable in full on December 18, 2009, subject to an annual limitation of 175,438 shares that can be issued to a single grantee upon the exercise of awards under the Plan; 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. 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. The securities are immediately convertible. The expiration date is not relevant to the conversion of these securities. /s/ Yvonne Li, Attorney-in-Fact for Paul J. Hastings 2013-07-17 EX-24.1 2 rrd314495_355175.htm HASTINGS POA rrd314495_355175.html 
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of (i) the Chief Executive
Officer of OncoMed Pharmaceuticals, Inc., a Delaware corporation (the "Company"), who is currently Paul J.
Hastings, (ii) the Company's Chief Financial Officer, who is currently William D. Waddill, (iii) the Company's
Controller, who is currently Yvonne Li, and (iv) the Company's Vice President, Legal Affairs, who is currently
Alicia J. Hager, and their respective successors, signing singly, the undersigned's true and lawful
attorney-in-fact to:

(1)	execute for and on behalf of the undersigned, in the undersigned's capacity as an officer of the Company,
Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act
of 1934 and the rules and regulations thereunder and a Form ID, Uniform Application for Access Codes to File on
EDGAR;

(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable
to complete and execute any such Forms 3, 4 or 5 or Form ID and timely file such forms (including amendments
thereto) and application with the United States Securities and Exchange Commission and any stock exchange or
similar authority; and

(3)	take any other action of any type whatsoever in connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally
or in writing by the undersigned to such attorney-in-fact.  The undersigned also agrees to indemnify and hold
harmless the Company and each such attorney-in-fact against any losses, claims, damages or liabilities (or
actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary
facts in the information provided by the undersigned to such attorney-in fact for purposes of executing,
acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments thereto) or Form ID and agrees to
reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection
with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the
purposes outlined in the first paragraph hereof ("Prior Powers of Attorney"), and the authority of the
attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file
Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact or (b) superseded by a new power of attorney regarding the purposes outlined in the first
paragraph hereof dated as of a later date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of
June, 2012.

/s/ Paul Hastings
Paul J. Hastings