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