Edgar Filing: LVP III Partners LP

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LVP GP I, LLC

2. Issuer Name and Ticker or Trading Symbol
OncoMed Pharmaceuticals Inc [OMED]

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)

ONE EMBARCADERO CENTER SUITE 4050,

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2013

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/23/2013		C		100,000	A	⁽¹⁾	100,000	I	Directly owned by LVP I ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		C		65,476	A	⁽¹⁾	165,476	I	Directly owned by LVP I ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		C		74,142	A	⁽¹⁾	239,618	I	Directly owned by LVP I ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		P		7,937	A	$ 17	247,555	I	Directly owned by LVP I ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		C		426,315	A	⁽¹⁾	426,315	I	Directly owned by LVP II ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		C		279,135	A	⁽¹⁾	705,450	I	Directly owned by LVP II ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		C		316,079	A	⁽¹⁾	1,021,529	I	Directly owned by LVP II ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		P		33,834	A	$ 17	1,055,363	I	Directly owned by LVP II ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		C		611,995	A	⁽¹⁾	611,995	I	Directly owned by LVP III ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		C		692,994	A	⁽¹⁾	1,304,989	I	Directly owned by LVP III ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		P		43,223	A	$ 17	1,348,212	I	Directly owned by LVP III ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		C		30,599	A	⁽¹⁾	30,599	I	Directly owned by Associates ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		C		34,649	A	⁽¹⁾	65,248	I	Directly owned by Associates ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		P		2,161	A	$ 17	67,409	I	Directly owned by Associates ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		C		15,299	A	⁽¹⁾	15,299	I	Directly owned by Partners ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		C		17,324	A	⁽¹⁾	32,623	I	Directly owned by Partners ⁽²⁾ ⁽³⁾
Common Stock	07/23/2013		P		1,080	A	$ 17	33,703	I	Directly owned by Partners ⁽²⁾ ⁽³⁾
Common Stock								43,859	I	Directly owned by LVPMC ⁽²⁾ ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock ⁽¹⁾

⁽¹⁾

07/23/2013

100,000

⁽⁴⁾

⁽⁵⁾

Common Stock

100,000

⁽¹⁾

Directly owned by LVP I ⁽²⁾ ⁽³⁾

Series A Preferred Stock ⁽¹⁾

⁽¹⁾

07/23/2013

426,315

⁽⁴⁾

⁽⁵⁾

Common Stock

426,315

⁽¹⁾

Directly owned by LVP II ⁽²⁾ ⁽³⁾

Series B Preferred Stock ⁽¹⁾

⁽¹⁾

07/23/2013

65,476

⁽⁴⁾

⁽⁵⁾

Common Stock

65,476

⁽¹⁾

Directly owned by LVP I ⁽²⁾ ⁽³⁾

Series B Preferred Stock ⁽¹⁾

⁽¹⁾

07/23/2013

279,135

⁽⁴⁾

⁽⁵⁾

Common Stock

279,135

⁽¹⁾

Directly owned by LVP II ⁽²⁾ ⁽³⁾

Series B Preferred Stock ⁽¹⁾

⁽¹⁾

07/23/2013

611,995

⁽⁴⁾

⁽⁵⁾

Common Stock

611,995

⁽¹⁾

Directly owned by LVP III ⁽²⁾ ⁽³⁾

Series B Preferred Stock ⁽¹⁾

⁽¹⁾

07/23/2013

30,599

⁽⁴⁾

⁽⁵⁾

Common Stock

30,599

⁽¹⁾

Directly owned by Associates ⁽²⁾ ⁽³⁾

Series B Preferred Stock ⁽¹⁾

⁽¹⁾

07/23/2013

15,299

⁽⁴⁾

⁽⁵⁾

Common Stock

15,299

⁽¹⁾

Directly owned by Partners ⁽²⁾ ⁽³⁾

Series B-1 Preferred Stock ⁽¹⁾

⁽¹⁾

07/23/2013

74,142

⁽⁴⁾

⁽⁵⁾

Common Stock

74,142

⁽¹⁾

Directly owned by LVP I ⁽²⁾ ⁽³⁾

Series B-1 Preferred Stock ⁽¹⁾

⁽¹⁾

07/23/2013

316,079

⁽⁴⁾

⁽⁵⁾

Common Stock

316,079

⁽¹⁾

Directly owned by LVP II ⁽²⁾ ⁽³⁾

Series B-1 Preferred Stock ⁽¹⁾

⁽¹⁾

07/23/2013

692,994

⁽⁴⁾

⁽⁵⁾

Common Stock

692,994

⁽¹⁾

Directly owned by LVP III ⁽²⁾ ⁽³⁾

Series B-1 Preferred Stock ⁽¹⁾

⁽¹⁾

07/23/2013

34,649

⁽⁴⁾

⁽⁵⁾

Common Stock

34,649

⁽¹⁾

Directly owned by Associates ⁽²⁾ ⁽³⁾

Series B-1 Preferred Stock ⁽¹⁾

⁽¹⁾

07/23/2013

17,324

⁽⁴⁾

⁽⁵⁾

Common Stock

17,324

⁽¹⁾

Directly owned by Partners ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LVP GP I, LLC ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94111		X
LVP GP II, LLC ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94111		X
LVP GP III, LLC ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94111		X
LVP Life Science Ventures I, L.P. ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94111		X
LVP Life Science Ventures II, L.P. ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94111		X
LVP LIFE SCIENCE VENTURES III L.P. ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94111		X
LVP III Associates, L.P. ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94111		X
LVP III Partners LP ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94111		X
LVPMC, LLC ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94111		X
LATTERELL PATRICK F ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94111		X

Signatures

/s/ Patrick Latterell, Managing Member of LVP GP I, LLC		07/23/2013
^**Signature of Reporting Person		Date
/s/ Patrick Latterell, Managing Member of LVP GP II, LLC		07/23/2013
^**Signature of Reporting Person		Date
/s/ Patrick Latterell, Managing Member of LVP GP III, LLC		07/23/2013
^**Signature of Reporting Person		Date
/s/ Patrick Latterell, Managing Member of LVPMC, LLC		07/23/2013
^**Signature of Reporting Person		Date
/s/ Patrick Latterell, Managing Member of LVP GP I, LLC, General Partner of LVP Life Science Ventures I, L.P.		07/23/2013
^**Signature of Reporting Person		Date
/s/ Patrick Latterell, Managing Member of LVP GP II, LLC, General Partner of LVP Life Science Ventures II, L.P.		07/23/2013
^**Signature of Reporting Person		Date
/s/ Patrick Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP Life Science Ventures III, L.P.		07/23/2013
^**Signature of Reporting Person		Date
/s/ Patrick Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP III Associates, L.P.		07/23/2013
^**Signature of Reporting Person		Date
/s/ Patrick Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP III Partners, L.P.		07/23/2013
^**Signature of Reporting Person		Date
/s/ Patrick Latterell		07/23/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Series A, Series B and Series B-1 Preferred Stock automatically converted on a one-to-one basis into Common Stock immediately prior to the consummation of the Issuer's initial public offering on July 23, 2013.
(2)	The reported securities are owned directly by each of LVPMC, LLC ("LVPMC"), LVP Life Science Ventures I, L.P. ("LVP I"), LVP Life Science Ventures II, L.P. ("LVP II"), LVP Life Science Ventures III, L.P ("LVP III"), LVP III Associates, L.P. ("Associates") and LVP III Partners, L.P. ("Partners"). LVP GP I, LLC ("GP I") is the general partner of LVP I, LVP GP II, LLC ("GP II") is the general partner of LVP II and LVP GP III, LLC ("GP III") is the general partner of LVP III, Associates and Partners. (Continued on Footnote 3)
(3)	GP I, GP II and GP III may be deemed to have sole voting power and dispositive power over the shares held by LVP I, LVP II, LVP III, Associates and Partners. Each of GP I, GP II, GP III and Patrick Latterell, the managing member of each of GP I, GP II and GP III and the manager of LVPMC may be deemed to share voting and dispositive power over the reported securities and disclaim beneficial ownership of the reported securities held by LVPMC, LVP I, LVP II, LVP III, Associates and Partners except to the extent of any pecuniary interest therein. James W. Woody, M.D., Ph.D., as a member of each of GP I, GP II and GP III, may be deemed to share voting and dispositive power over the reported securities held by LVP I, LVP II, LVP III, Associates and Partners, and disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
(4)	The securities are immediately convertible.
(5)	The expiration date is not relevant to the conversion of these securities.

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Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.