0000950142-24-001000.txt : 20240408
0000950142-24-001000.hdr.sgml : 20240408
20240408200330
ACCESSION NUMBER: 0000950142-24-001000
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240405
FILED AS OF DATE: 20240408
DATE AS OF CHANGE: 20240408
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COLUMN GROUP L P
CENTRAL INDEX KEY: 0001347769
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38853
FILM NUMBER: 24830900
BUSINESS ADDRESS:
STREET 1: 1700 OWENS STREET
STREET 2: SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94158
BUSINESS PHONE: 415-865-2050
MAIL ADDRESS:
STREET 1: 1700 OWENS STREET
STREET 2: SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94158
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Column Group II GP, LP
CENTRAL INDEX KEY: 0001645333
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38853
FILM NUMBER: 24830891
BUSINESS ADDRESS:
STREET 1: 1700 OWENS STREET, SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94158
BUSINESS PHONE: 415-865-2050
MAIL ADDRESS:
STREET 1: 1700 OWENS STREET, SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94158
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COLUMN GROUP II, LP
CENTRAL INDEX KEY: 0001600420
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38853
FILM NUMBER: 24830893
BUSINESS ADDRESS:
STREET 1: 1700 OWENS STREET
STREET 2: SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94158
BUSINESS PHONE: 4158652050
MAIL ADDRESS:
STREET 1: 1700 OWENS STREET
STREET 2: SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94158
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Svennilson Peter
CENTRAL INDEX KEY: 0001606074
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38853
FILM NUMBER: 24830899
MAIL ADDRESS:
STREET 1: 1700 OWENS STREET
STREET 2: SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94158
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kutzkey Tim
CENTRAL INDEX KEY: 0001614186
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38853
FILM NUMBER: 24830898
MAIL ADDRESS:
STREET 1: 1700 OWENS STREET
STREET 2: SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94158
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ponoi II Management, LLC
CENTRAL INDEX KEY: 0001746488
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38853
FILM NUMBER: 24830896
BUSINESS ADDRESS:
STREET 1: 1 LETTERMAN DRIVE
STREET 2: BUILDING D, SUITE M-900
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 415-865-2050
MAIL ADDRESS:
STREET 1: 1 LETTERMAN DRIVE
STREET 2: BUILDING D, SUITE M-900
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Column Group Management LP
CENTRAL INDEX KEY: 0001645340
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38853
FILM NUMBER: 24830892
BUSINESS ADDRESS:
STREET 1: 1700 OWENS STREET, SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94158
BUSINESS PHONE: 415-865-2050
MAIL ADDRESS:
STREET 1: 1700 OWENS STREET, SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94158
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PONOI CAPITAL, LP
CENTRAL INDEX KEY: 0001707230
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38853
FILM NUMBER: 24830895
BUSINESS ADDRESS:
STREET 1: 1700 OWENS STREET
STREET 2: SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94158
BUSINESS PHONE: 3123606645
MAIL ADDRESS:
STREET 1: 1700 OWENS STREET
STREET 2: SUITE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94158
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ponoi Management, LLC
CENTRAL INDEX KEY: 0001720702
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38853
FILM NUMBER: 24830894
BUSINESS ADDRESS:
STREET 1: 1 LETTERMAN DRIVE
STREET 2: BUILDING D, SUITE M-900
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
BUSINESS PHONE: 4158652050
MAIL ADDRESS:
STREET 1: 1 LETTERMAN DRIVE
STREET 2: BUILDING D, SUITE M-900
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94129
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ponoi Capital II, LP
CENTRAL INDEX KEY: 0001732601
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38853
FILM NUMBER: 24830897
BUSINESS ADDRESS:
STREET 1: 1700 OWENS STREET
STREET 2: STE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94158
BUSINESS PHONE: 4158652050
MAIL ADDRESS:
STREET 1: 1700 OWENS STREET
STREET 2: STE 500
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94158
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NGM BIOPHARMACEUTICALS INC
CENTRAL INDEX KEY: 0001426332
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 333 OYSTER POINT BOULEVARD
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
BUSINESS PHONE: 650-243-5555
MAIL ADDRESS:
STREET 1: 333 OYSTER POINT BOULEVARD
CITY: SOUTH SAN FRANCISCO
STATE: CA
ZIP: 94080
4
1
eh240467034_4-ngm1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-04-05
0
0001426332
NGM BIOPHARMACEUTICALS INC
NGM
0001347769
COLUMN GROUP L P
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO
CA
94129
1
0
1
0
0001606074
Svennilson Peter
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO
CA
94129
0
0
1
0
0001614186
Kutzkey Tim
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO
CA
94129
0
0
1
0
0001732601
Ponoi Capital II, LP
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO
CA
94129
0
0
1
0
0001746488
Ponoi II Management, LLC
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO
CA
94129
0
0
1
0
0001707230
PONOI CAPITAL, LP
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO
CA
94129
0
0
1
0
0001720702
Ponoi Management, LLC
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO
CA
94129
0
0
1
0
0001600420
COLUMN GROUP II, LP
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO
CA
94158
0
0
1
0
0001645340
Column Group Management LP
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO
CA
94129
0
0
1
0
0001645333
Column Group II GP, LP
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
SAN FRANCISCO
CA
94129
0
0
1
0
0
Common Stock
2024-04-05
4
D
0
949862
D
0
I
See footnotes
Common Stock
2024-04-05
4
D
0
2650177
D
0
I
See footnote
Common Stock
2024-04-05
4
D
0
90442
D
0
I
See footnote
Common Stock
2024-04-05
4
D
0
11103333
D
0
D
Common Stock
2024-04-05
4
D
0
858035
D
0
I
See footnote
Common Stock
2024-04-05
4
D
0
968990
D
0
I
See footnote
Common Stock
2024-04-05
4
D
0
2265758
D
0
I
See footnote
Common Stock
2024-04-05
4
D
0
1298908
D
0
I
See footnote
Common Stock
2024-04-05
4
D
0
1298908
D
0
I
See footnote
Common Stock
2024-04-05
4
D
0
100000
D
0
I
See footnote
Common Stock
2024-04-05
4
D
0
100000
D
0
I
See footnote
Common Stock
2024-04-05
4
D
0
15000
D
0
I
See footnote
Common Stock
2024-04-05
4
D
0
44000
D
0
I
See footnote
Common Stock
2024-04-05
4
J
0
1000
A
1000
I
See footnote
On February 25, 2024, the Issuer, Atlas Neon Parent, Inc. ("Parent") and Atlas Neon Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Purchaser") entered into an Agreement and Plan of Merger, pursuant to which the Purchaser completed a tender offer for the shares of common stock of the Issuer and thereafter merged with and into the Issuer effective as of April 5, 2024 (the "Effective Time"). Concurrently with the execution of the Merger Agreement, Parent and Purchaser entered into a rollover agreement, dated as of the date of the Merger Agreement with The Column Group, LP, The Column Group GP, LP, The Column Group Management, LP, The Column Group II, LP, The Column Group III, LP, The Column Group III-A, LP, The Column Group IV, LP, The Column Group IV-A, LP, The Column Group Opportunity III, LP, Ponoi Capital, LP and Ponoi Capital II, LP (the "TCG Rollover Agreement"). (cont'd in FN 2)
(cont'd from FN 1) In addition, Parent and Purchaser entered into a rollover agreement, dated as of the date of the Merger Agreement (supplemented by the joinder thereto), with certain of NGM's other stockholders, including Dr. Goeddel (the "Stockholder Rollover Agreement" and, together with the TCG Rollover Agreement, the "Rollover Agreements"). Pursuant to the Rollover Agreements, every 1 share of the Issuer subject to the Rollover Agreement was exchanged for 100 shares of Parent. This Form 4 reports securities disposed of pursuant to the Rollover Agreements.
The securities were directly held by The Column Group Opportunity III, LP ("TCG Opportunity III LP"). The Column Group Opportunity III GP, LP ("TCG Opportunity III GP LP") is the general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG Opportunity III GP, LLC ("TCG Opportunity III GP LLC") is the general partner of TCG Opportunity III GP LP and the ultimate general partner of TCG Opportunity III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing members of TCG Opportunity III GP LLC are David Goeddel, a member of the issuer's board of directors, Peter Svennilson and Tim Kutzkey (collectively, the "TCG Managing Members"). (cont'd in FN 3)
(cont'd from FN 2) The TCG Managing Members may be deemed to share voting, investment and dispositive power with respect to such securities. TCG Opportunity III GP LP, TCG Opportunity III GP LLC and each of the TCG Managing Members disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
The securities were directly held by The Column Group IV, LP ("TCG IV LP"). The Column Group IV GP, LP ("TCG IV GP LP") is the general partner of TCG IV LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG IV GP LLC ("TCG IV LLC") is the general partner of TCG IV GP LP and the ultimate general partner of TCG IV LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing members of TCG IV LLC are the TCG Managing Members. The TCG Managing Members may be deemed to share voting, investment and dispositive power with respect to such securities. TCG IV GP LP, TCG IV LLC and each of the TCG Managing Members disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
The securities were directly held by The Column Group IV-A, LP ("TCG IV-A LP"). TCG IV GP LP is the general partner of TCG IV-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG IV LLC is the general partner of TCG IV GP LP and the ultimate general partner of TCG IV-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing members of TCG IV LLC are the TCG Managing Members. The TCG Managing Members may be deemed to share voting, investment and dispositive power with respect to such securities. TCG IV GP LP, TCG IV LLC and each of the TCG Managing Members disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
The securities were directly held by The Column Group, LP ("TCG LP").The Column Group GP, LP ("TCG GP") is the general partner of TCG LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG GP are David Goeddel, a member of the Issuer's board of directors and Peter Svennilson (collectively, the "TCG Managing Partners"). The TCG Managing Partners may be deemed to share voting, investment and dispositive power with respect to such securities. TCG GP and each of the TCG Managing Partners disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
The securities were directly held by The Column Group III, LP ("TCG III LP"). The Column Group III GP, LP ("TCG III GP") is the general partner of TCG III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG III GP are the TCG Managing Members. The TCG Managing Members may be deemed to share voting, investment and dispositive power with respect to such securities. TCG III GP and each of the TCG Managing Members disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
The securities were directly held by The Column Group III-A, LP ("TCG III-A LP"). TCG III GP is the general partner of TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG III GP are the TCG Managing Members. The TCG Managing Members may be deemed to share voting, investment and dispositive power with respect to such securities. TCG III GP and each of the TCG Managing Members disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
The securities were directly held by The Column Group II, LP ("TCG II LP"). TCG II GP is the general partner of TCG II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing partners of TCG II GP are the TCG Managing Partners. The TCG Managing Partners may be deemed to share voting, investment and dispositive power with respect to such securities. TCG II GP and each of the TCG Managing Partners disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
The securities were directly held by Ponoi Capital, LP ("Ponoi LP"). Ponoi Management, LLC ("Ponoi LLC") is the general partner of Ponoi LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing members of Ponoi LLC are the TCG Managing Members. The TCG Managing Members may be deemed to share voting, investment and dispositive power with respect to such securities. Ponoi LLC and each of the TCG Managing Members disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
The securities were directly held by Ponoi Capital II, LP ("Ponoi II LP"). Ponoi II Management, LLC ("Ponoi II LLC") is the general partner of Ponoi II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. The managing members of Ponoi II LLC are the TCG Managing Members. The TCG Managing Members may be deemed to share voting, investment and dispositive power with respect to such securities. Ponoi II LLC and each of the TCG Managing Members disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
The securities were directly held by TCG GP. The managing members of TCG GP are the TCG Managing Partners. The TCG Managing Partners may be deemed to share voting, investment and dispositive power with respect to such securities. Each of the TCG Managing Partners disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
The securities were directly held by The Column Group Management LP ("TCGM LP"). The managing partners of TCGM LP are the TCG Managing Members. The TCG Managing Members may be deemed to share voting, investment and dispositive power with respect to such securities. Each of the TCG Managing Members disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
The securities were owned solely by Tim Kutzkey.
The securities were directly held by Peter Svennilson.
At the Effective Time, Purchaser merged with and into the Issuer pursuant to Section 251(h) of the Delaware General Corporation Law, with the Issuer surviving as a wholly-owned subsidiary of the Parent. As a result, Parent holds all of the issued and outstanding shares of common stock (equaling 1,000 shares) of the Issuer. TCG LP owns 28.1% of Parent and is the general partner of Parent. Peter Svennilson and Dr. Goeddel are the managing partners of TCG GP, which is the general partner of TCG LP.
Due to SEC restrictions on the number of reporting persons, this is form 1 of 3.
/s/ James Evangelista, as Attorney-in-fact for The Column Group, LP
2024-04-08
/s/ James Evangelista, as Attorney-in-fact for Peter Svennilson
2024-04-08
/s/ James Evangelista, as Attorney-in-fact for Tim Kutzkey
2024-04-08
/s/ James Evangelista, as Attorney-in-fact for Ponoi Capital II LP
2024-04-08
/s/ James Evangelista, as Attorney-in-fact for Ponoi II Management LLC
2024-04-08
/s/ James Evangelista, as Attorney-in-fact for Ponoi Capital LP
2024-04-08
/s/ James Evangelista, as Attorney-in-fact for Ponoi Management LLC
2024-04-08
/s/ James Evangelista, as Attorney-in-fact for The Column Group II LP
2024-04-08
/s/ James Evangelista, as Attorney-in-fact for The Column Group Management, LP
2024-04-08
/s/ James Evangelista, as Attorney-in-fact for The Column Group II GP LP
2024-04-08