FPRX Five Prime Therapeutics Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

FIVE PRIME THERAPEUTICS, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Options to Purchase Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

33830X104

(CUSIP Number of Class of Securities)

Aron M. Knickerbocker

President and Chief Executive Officer

Five Prime Therapeutics, Inc.

111 Oyster Point Boulevard

South San Francisco, California 94080

(415) 365 5600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and

Communications on Behalf of Filing Person)

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

The information set forth under “ Summary Term Sheet—Overview ” and “ Summary Term Sheet—Questions and Answers ” in the Offer to Exchange Eligible Options for New Options dated July 1, 2019 (the “ Exchange Offer ”), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.

(a)  Name and Address .

Five Prime Therapeutics, Inc., a Delaware corporation (the “ Company ”), is the issuer of the securities subject to the Exchange Offer. The Company’s principal executive offices are located at 111 Oyster Point Boulevard, South San Francisco, California 94080, and the telephone number of its principal executive offices is (415) 365-5600.

(b)  Securities .

This Tender Offer Statement on Schedule TO relates to an offer by the Company to certain employee optionholders, subject to specified conditions, to exchange some or all of their outstanding options to purchase shares of common stock, par value $0.001 per share (the “ Common Stock ”), for new options to purchase shares of the Company’s Common Stock. The Company’s named executive officers, as disclosed in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2019, and members of the Company’s board of directors will not be eligible to participate in this offer.

An option will be eligible for exchange (an “ Eligible Option ”) if it was granted under the Company’s 2013 Omnibus Incentive Plan or 2010 Equity Incentive Plan on or prior to June 6, 2018 and has an exercise price equal to or greater than $18.00 per share. As of June 24, 2019, Eligible Options to purchase 510,932 shares of Common Stock were outstanding.

Pursuant to the Exchange Offer, in exchange for the tender and cancellation of Eligible Options, the Company will grant new options (each, a “ New Option ”) following the Expiration Time (as defined in the Exchange Offer) for a reduced number of shares of Common Stock and subject to the terms and conditions described in the Exchange Offer and in the related accompanying Election Form, the form of which is attached hereto as Exhibit (a)(1)(C).

The information set forth in the Exchange Offer under “ Summary Term Sheet—Overview ” and “ Summary Term Sheet—Questions and Answers ” and the information set forth under Section 1 (“ Eligible Holders; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer ”), Section 5 (“ Acceptance of Eligible Options for Exchange; Grant of New Options ”) and Section 7 (“ Price Range of Our Common Stock ”) of the Offering Memorandum for the Exchange Offer contained in the Exchange Offer (the “ Offering Memorandum ”) are incorporated herein by reference.

(c)  Trading Market and Price .

The information set forth under Section 7 (“ Price Range of Our Common Stock ”) of the Offering Memorandum is incorporated herein by reference.

(a)  Name and Address .

The Company is both the filing person and the subject company. The information set forth under Item 2(a) above and under Section 9 (“ Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities ”) of the Offering Memorandum are incorporated herein by reference.

The address of each executive officer and director of the Company is:

Five Prime Therapeutics, Inc.

111 Oyster Point Boulevard

South San Francisco, California 94080

The directors and executive officers of the Company are set forth below:

(a)  Material Terms .

The information set forth in the Exchange Offer under “ Summary Term Sheet—Overview ” and “ Summary Term Sheet—Questions and Answers ” and the information set forth in the Offering Memorandum under Section 1 (“ Eligible Holders; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer ”), Section 3 (“ Procedures for Tendering Eligible Options ”), Section 4 (“ Withdrawal Rights ”), Section 5 (“ Acceptance of Eligible Options for Exchange; Grant of New Options ”), Section 6 (“ Conditions of the Exchange Offer ”), Section 8 (“ Information Concerning Five Prime; Financial Information ”), Section 10 (“ Accounting Consequences of the Exchange Offer ”), Section 11 (“ Legal Matters; Regulatory Approvals ”), Section 12 (“ Material United States Tax Consequences ”) and Section 13 (“ Extension of the Exchange Offer; Termination; Amendment ”) are incorporated herein by reference.

(b)  Purchases .

The information set forth under Section 9 (“ Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities ”) of the Offering Memorandum is incorporated herein by reference.

(e)  Agreements Involving the Subject Company’s Securities .

The information set forth under Section 9 (“ Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities ”) of the Offering Memorandum is incorporated herein by reference. The documents incorporated herein by reference as Exhibit (d)(1) through Exhibit (d)(7) also contain information regarding agreements relating to securities of the Company.

(a)  Purposes .

The information set forth under Section 2 (“ Purpose of the Exchange Offer; Additional Considerations ”) of the Offering Memorandum is incorporated herein by reference.

(b)  Use of Securities Acquired .

The information set forth under Section 5 (“ Acceptance of Eligible Options for Exchange; Grant of New Options ”) of the Offering Memorandum is incorporated herein by reference.

(c)  Plans .

The information set forth under Section 2 (“ Purpose of the Exchange Offer; Additional Considerations ”) of the Offering Memorandum is incorporated herein by reference.

(a)  Source of Funds .

The information set forth under Section 14 (“ Consideration; Fees and Expenses ”) of the Offering Memorandum is incorporated herein by reference.

(b)  Conditions .

The information set forth under Section 6 (“ Conditions of the Exchange Offer ”) of the Offering Memorandum is incorporated herein by reference.

(d)  Borrowed Funds .

Not applicable.

(a)  Securities Ownership .

The information set forth under Section 9 (“ Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities ”) of the Offering Memorandum is incorporated herein by reference.

(b)  Securities Transactions .

The information set forth under Section 9 (“ Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities ”) of the Offering Memorandum is incorporated herein by reference.

(a)  Solicitations or recommendations.

Not applicable.

(a)  Financial Information .

The information set forth under Section 8 (“ Information Concerning Five Prime; Financial Information ”), including Schedule A, and Section 15 (“ Additional Information ”) of the Offering Memorandum is incorporated herein by reference.

(b)  Pro Forma Information .

Not applicable.

(a)  Agreements, Regulatory Requirements and Legal Proceedings .

(c)  Other Material Information .

Not applicable.

Not applicable.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 1, 2019