X0306 4 2019-04-08 0 0001426332 NGM BIOPHARMACEUTICALS INC NGM 0001182464 GOEDDEL DAVID V 1700 OWENS STREET SUITE 500 SAN FRANCISCO CA 94158 1 0 1 0 Common Stock 2019-04-08 4 C 0 13283134 A 13759091 I See Footnotes Common Stock 2019-04-08 4 P 0 1875000 16.00 A 15634091 I See Footnotes Series A Convertible Preferred Stock 2019-04-08 4 C 0 12300000 0.00 D Common Stock 6150000 0 I See Footnote Series B Convertible Preferred Stock 2019-04-08 4 C 0 8488933 0.00 D Common Stock 4244467 0 I See Footnote Series C Convertible Preferred Stock 2019-04-08 4 C 0 2377334 0.00 D Common Stock 1188667 0 I See Footnote Series D Convertible Preferred Stock 2019-04-08 4 C 0 3400000 0.00 D Common Stock 1700000 0 I See Footnote Every two shares of Series A preferred stock, Series B preferred stock, Series C preferred stock and Series D preferred stock automatically converted into one share of common stock in connection with the closing of the issuer's initial public offering. These shares have no expiration date. Includes 100,000 shares beneficially owned by The Column Group GP, LP ("TCG GP"), 275,957 shares beneficially owned by The Column Group II, LP ("TCG II LP"), and 100,000 shares beneficially owned by The Column Group Management, LP ("TCGM LP"). The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. The securities directly held by TCG II LP are indirectly held by The Column Group II GP, LP ("TCG II GP") the general partner of TCG II LP. TCG II GP shares voting and dispositive power with respect to these shares. The individual managing partners of TCG GP, TCG II GP and TCGM LP are Peter Svennilson and David Goeddel, who may be deemed to have shared voting, investment and dispositive power with respect to these shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of their pecuniary interest in such shares. Includes 11,103,333 shares beneficially owned by The Column Group, LP ("TCG LP"), 1,989,801 shares beneficially owned by TCG II LP and 190,000 shares held in trust for which David V. Goeddel and Alena Z. Goeddel serve as co-trustees. The securities directly held by TCG LP are indirectly held by TCG GP, the general partner of TCG LP. TCG GP shares voting and dispositive power with respect to these shares. The individual managing partners of TCG GP are Peter Svennilson and David Goeddel, who may be deemed to have shared voting, investment and dispositive power with respect to these shares. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. Includes 937,500 shares held directly by Ponoi Capital, LP ("Ponoi LP") and 937,500 shares held directly by Ponoi Capital II, LP ("Ponoi II LP"). The securities directly held by Ponoi LP are indirectly held by Ponoi Management, LLC ("Ponoi LLC"), the general partner of Ponoi LP. The securities directly held by Ponoi II LP are indirectly held by Ponoi II Management, LLC ("Ponoi II LLC"), the general partner of Ponoi II LP. The managing partners of Ponoi LLC and Ponoi II LLC are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of Ponoi LLC and Ponoi II LLC may be deemed to have voting and investment power with respect to such shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares. Consists of 6,000,000 shares beneficially owned by TCG LP and 150,000 shares held in trust for which David V. Goeddel and Alena Z. Goeddel serve as co-trustees. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. Consists of 604,467 shares beneficially owned by TCG II LP, 3,600,000 shares beneficially owned by TCG LP and 40,000 shares held in trust for which David V. Goeddel and Alena Z. Goeddel serve as co-trustees. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. Consists of 18,667 shares beneficially owned by TCG II LP and 1,170,000 shares beneficially owned by TCG LP. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. Consists of 1,366,667 shares beneficially owned by TCG II LP and 333,333 shares beneficially owned by TCG LP. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. /s/ William J. Rieflin, Attorney-in-Fact 2019-04-10