X0306 4 2019-10-31 0 0001426332 NGM BIOPHARMACEUTICALS INC NGM 0001642996 CHEN JIN-LONG 333 OYSTER POINT BOULEVARD SOUTH SAN FRANCISCO CA 94080 1 1 0 0 Chief Scientific Officer Common Stock 2019-10-31 4 M 0 28376 1.44 A 953319 D Common Stock 2019-10-31 4 S 0 28376 12.9886 D 924943 D Common Stock 2019-11-01 4 M 0 11403 1.44 A 936346 D Common Stock 2019-11-01 4 S 0 11403 13.2881 D 924943 D Common Stock 2019-11-01 4 M 0 71750 0.52 A 996693 D Common Stock 2019-11-04 4 M 0 10986 1.44 A 1007679 D Common Stock 2019-11-04 4 S 0 10986 12.2605 D 996693 D Stock Option (right to buy) 1.44 2019-10-31 4 M 0 28376 1.44 D 2022-03-01 Common Stock 150500 122124 D Stock Option (right to buy) 1.44 2019-11-01 4 M 0 11403 1.44 D 2022-03-01 Common Stock 122124 110721 D Stock Option (right to buy) 0.52 2019-11-01 4 M 0 71750 0.52 D 2020-02-24 Common Stock 143500 71750 D Stock Option (right to buy) 1.44 2019-11-04 4 M 0 10986 1.44 D 2022-03-01 Common Stock 110721 99735 D The reporting person sold 28,376 shares of common stock in anticipation of a potential alternative minimum tax liability resulting from his exercise of a portion of an incentive stock option covering 71,750 shares of common stock on November 1, 2019. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $12.70 to $13.32. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range. The reporting person sold 11,403 shares of common stock in anticipation of a potential alternative minimum tax liability resulting from his exercise of a portion of an incentive stock option covering 71,750 shares of common stock on November 1, 2019. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $13.00 to $13.52. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range. Pursuant to its terms, the option to purchase these shares expires on February 24, 2020, unless earlier exercised. This transaction represents the exercise of a portion of this incentive stock option by the reporting person prior to the expiration date. The reporting person sold 10,986 shares of common stock in anticipation of a potential alternative minimum tax liability resulting from his exercise of a portion of an incentive stock option covering 71,750 shares of common stock on November 1, 2019. Represents a weighted average sales price per share. These shares were sold in multiple transactions at prices ranging from $12.04 to $12.76. The reporting person has provided to the issuer, and undertakes to provide to the staff of the Commission or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range. All shares underlying this option have vested. /s/ Jin-Long Chen 2019-11-04