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) | 21,929 | I | See Footnote(2) |
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) | 8,947 | $0 | I | See Footnote(2) |
Series A Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 100,000 | $0 | I | Directly owned by LVP I(3) |
Series A Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 426,315 | $0 | I | Directly owned by LVP II(3) |
Series B Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 65,476 | $0 | I | Directly owned by LVP I(3) |
Series B Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 279,135 | $0 | I | Directly owned by LVP II(3) |
Series B Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 611,995 | $0 | I | Directly owned by LVP III(3) |
Series B Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 30,599 | $0 | I | Directly owned by Associates(3) |
Series B Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 15,299 | $0 | I | Directly owned by Partners(3) |
Series B-1 Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 74,142 | $0 | I | Directly owned by LVP I(3) |
Series B-1 Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 316,079 | $0 | I | Directly owned by LVP II(3) |
Series B-1 Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 692,994 | $0 | I | Directly owned by LVP III(3) |
Series B-1 Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 34,649 | $0 | I | Directly owned by Associates(3) |
Series B-1 Preferred Stock(4) | (5) | (6) | Class A Common Stock(1) | 17,324 | $0 | I | Directly owned by Partners(3) |
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 shares are held by the Woody/Mann-Moore Family 2006 Trust. |
3. The reported securities are owned directly by each of 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. The reporting person, a member of GP I, GP II and GP III, shares voting and investment power with respect to these shares but disclaims beneficial ownership of these shares, except to the extent of his 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/ Yvonne Li, Attorney-in-Fact for James N. Woody | 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. |