FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Smith David V 		2. Issuer Name and Ticker or Trading Symbol

FIVE PRIME THERAPEUTICS INC [ FPRX ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Vice President & CFO
(Last)          (First)          (Middle)

111 OYSTER POINT BOULEVARD 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/24/2019
(Street)

SOUTH SAN FRANCISCO, CA 94080
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Performance-Based Restricted Common Stock     (1) 6/24/2019     A      44000         (2)   (2) Common Stock   44000   $0.00   44000   D    

Explanation of Responses:
(1)  These shares will vest upon achievement of certain performance conditions, as further described in Footnote 2.
(2)  (i) 50% of the shares subject to this award will vest on the date that the 30-calendar-day volume-weighted average closing price of a share of common stock of Five Prime Therapeutics, Inc. (the "Company") is greater than or equal to $12.95, provided that such shares shall automatically expire and be forfeited if such shares have not vested by December 31, 2020; and (ii) 50% of the shares subject to this award will vest on the date that the 30-calendar-day volume-weighted average closing price of a share of common stock of the Company is greater than or equal to $19.43, provided that such shares shall automatically expire and be forfeited if such shares have not vested by December 31, 2021; in each case, subject to the reporting person's continued service to the Company through each such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Smith David V
111 OYSTER POINT BOULEVARD
SOUTH SAN FRANCISCO, CA 94080

Executive Vice President & CFO

Signatures
/s/ Francis Sarena, Attorney-in-fact 6/26/2019
** 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 control number.
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