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 *

COLUMN GROUP L P
2. Issuer Name and Ticker or Trading Symbol

NGM BIOPHARMACEUTICALS INC [ NGM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

1700 OWENS STREET, SUITE 500
3. Date of Earliest Transaction (MM/DD/YYYY)

4/3/2020
(Street)

SAN FRANCISCO, CA 94158
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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
Common Stock 4/3/2020  P  14587 (1)A$12.41 1303741 D (2)(3) 
Common Stock 4/7/2020  P  123728 (4)A$14.38 1427469 D (2)(3) 
Common Stock         16166907 (5)D (6)(7)(8)(9)(10)(11) 
Common Stock         15000 D (12) 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Consists of 6,851 shares of Common Stock held directly by The Column Group III, LP ("TCG III LP") and 7,736 shares of Common Stock held directly by The Column Group III-A, LP ("TCG III-A LP").
(2) The securities are directly held by TCG III LP, and indirectly held by The Column Group III GP, LP ("TCG III GP"), the general partner of TCG III. The managing partners of TCG III GP are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of TCG III GP 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.
(3) The securities are directly held by TCG III-A LP, and indirectly held by TCG III GP, the general partner of TCG III-A LP. The managing partners of TCG III GP are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of TCG III GP 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.
(4) Consists of 58,107 shares of Common Stock held directly by TCG III LP and 65,621 shares of Common Stock held directly by TCG III-A LP.
(5) Consists of 11,103,333 shares of Common Stock held directly by The Column Group, LP ("TCG LP"), 2,265,758 shares of Common Stock held directly by The Column Group II, LP ("TCG II LP"), 100,000 shares of Common Stock held directly by The Column Group GP, LP ("TCG GP"),100,000 shares of Common Stock held directly by The Column Group Management, LP ("TCGM LP"), 1,298,908 shares of Common Stock held directly by Ponoi Capital, LP ("Ponoi LP"), and 1,298,908 shares of Common Stock held directly by Ponoi Capital II, LP ("Ponoi II LP").
(6) The securities are directly held by TCG LP, and indirectly held by TCG GP, the general partner of TCG LP. The managing partners of TCG GP are David Goeddel and Peter Svennilson. The managing partners of TCG GP 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.
(7) The securities are directly held by TCG II LP, and indirectly held by The Column Group II GP, LP ("TCG II GP"), the general partner of TCG II LP. The managing partners of TCG II GP are David Goeddel and Peter Svennilson. The managing partners of TCG II GP 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.
(8) The securities are directly held by TCG GP. The managing partners of TCG GP are David Goeddel and Peter Svennilson. The managing partners of TCG GP 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.
(9) The securities are directly held by TCGM LP. The managing partners of TCGM LP are David Goeddel and Peter Svennilson. The managing partners of TCGM LP 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.
(10) The securities are directly held by Ponoi LP, and indirectly held by Ponoi Management, LLC ("Ponoi LLC"), the general partner of Ponoi LP. The managing partners of Ponoi LLC are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of Ponoi 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.
(11) The securities are directly held by Ponoi II LP, and indirectly held by Ponoi II Management, LLC ("Ponoi II LLC"), the general partner of Ponoi II LP. The managing partners of Ponoi II LLC are David Goeddel, Peter Svennilson and Tim Kutzkey. The managing partners of 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.
(12) These securities are owned solely by Tim Kutzkey.

Remarks:
Due to SEC restrictions on the number of reporting owners, this is Form 1 of 2.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
COLUMN GROUP L P
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA 94158

X

COLUMN GROUP II, LP
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA 94158

X

COLUMN GROUP GP, LP
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA 94158

X

Column Group Management LP
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA 94158

X

PONOI CAPITAL, LP
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA 94158

X

Ponoi Management, LLC
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA 94158

X
General Partner
Ponoi Capital II, LP
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA 94158

X

Ponoi II Management, LLC
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA 94158

X
General Partner
Kutzkey Tim
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA 94158

X
Managing Partner
Column Group II GP, LP
1700 OWENS STREET
SUITE 500
SAN FRANCISCO, CA 94158

X
General Partner

Signatures
/s/ Jennifer J. Carlson, Attorney-in-Fact4/7/2020
**Signature of Reporting PersonDate

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