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Form 4 NGM BIOPHARMACEUTICALS For: Jan 24 Filed by: GOEDDEL DAVID V

January 26, 2022 7:07 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
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hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
GOEDDEL DAVID V
(Last) (First) (Middle)
1 LETTERMAN DRIVE
BUILDING D, SUITE DM-900
(Street)
SAN FRANCISCO CA 94129
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NGM BIOPHARMACEUTICALS INC [ NGM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/24/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/24/2022   P   241,750 A (1) 241,750 I See footnote (2)
Common Stock 01/24/2022   P   8,250 A (1) 8,250 I See footnote (3)
Common Stock 01/25/2022   P   579,910 A (4) 821,660 I See footnote (2)
Common Stock 01/25/2022   P   19,791 A (4) 28,041 I See footnote (3)
Common Stock               11,103,333 I See footnote (5)
Common Stock               858,035 I See footnote (6)
Common Stock               968,990 I See footnote (7)
Common Stock               2,265,758 I See footnote (8)
Common Stock               1,298,908 I See footnote (9)
Common Stock               1,298,908 I See footnote (10)
Common Stock               100,000 I See footnote (11)
Common Stock               100,000 I See footnote (12)
Common Stock               80,000 D  
Common Stock               110,000 I See footnote (13)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents a purchase of common stock pursuant to a block trade at a price of $14.64 per share.
2. The securities are 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 and investment 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 and investment power with respect to these securities. The managing members of TCG IV LLC are the Reporting Person, a member of the issuer's board of directors, Peter Svennilson and Tim Kutzkey (collectively, the "TCG IV Managing Members"). The TCG IV Managing Members may be deemed to share voting and investment power with respect to such securities. TCG IV GP LP, TCG IV LLC and each of the TCG IV Managing Members disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
3. The securities are directly held by The Column Group IV-A, LP ("TCG IV-A LP"). The Column Group IV GP, LP ("TCG IV GP LP") is the general partner of TCG IV-A LP and may be deemed to have voting and investment 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 and investment power with respect to these securities. The managing members of TCG IV LLC are the TCG IV Managing Members. The TCG IV Managing Members may be deemed to share voting and investment power with respect to such securities. TCG IV GP LP, TCG IV LLC and each of the TCG IV Managing Members disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
4. Represents a purchase of common stock pursuant to a block trade at a price of $14.30 per share.
5. The securities are 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 and investment power with respect to these securities. The managing partners of TCG GP are the Reporting Person, a member of the issuer's board of directors and Peter Svennilson (the "TCG Managing Partners"). The TCG Managing Partners may be deemed to share voting and investment 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.
6. The securities are 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 and investment power with respect to these securities. The managing partners of TCG III GP are the Reporting Person, a member of the issuer's board of directors, Peter Svennilson and Tim Kutzkey (collectively, the "TCG III Managing Partners"). The TCG III GP Managing Partners may be deemed to share voting and investment power with respect to such securities. TCG III GP and each of the TCG III Managing Partners disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
7. The securities are 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 and investment power with respect to these securities. The managing partners of TCG III GP are the TCG III GP Managing Partners. The TCG III Managing Partners may be deemed to share voting and investment power with respect to such securities. TCG III GP and each of the TCG III Managing Partners disclaim beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
8. The securities are 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 and investment 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 and investment 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.
9. The securities are 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 and investment power with respect to these securities. The managing partners of Ponoi LLC are the Ponoi Managing Partners. The TCG III Managing Partners may be deemed to share voting and investment power with respect to such securities. Ponoi LLC and the each of the TCG III Managing Partners disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
10. The securities are 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 and investment power with respect to these securities. The managing partners of Ponoi II LLC are the TCG III Managing Partners. The TCG III Managing Partners may be deemed to share voting and investment power with respect to such securities. Ponoi II LLC and the each of the TCG III Managing Partners disclaims beneficial ownership of these securities, except to the extent of their respective pecuniary interest in such securities.
11. The securities are directly held by TCG GP. The managing partners of TCG GP are the TCG Managing Partners. The TCG Managing Partners may be deemed to share voting and investment 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.
12. The securities are directly held by The Column Group Management LP ("TCGM LP"). The managing partners of TCGM LP are the TCG Managing Partners. The TCG Managing Partners may be deemed to share voting and investment 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.
13. The securities are directly held by the David V. Goeddel and Alena Z. Goeddel 2004 Trust for which the Reporting Person and Alena Z. Goeddel serve as co-trustee.
/s/ James Evangelista, Attorney-in-fact 01/26/2022
** 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 4 (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.

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