Edgar Filing: OncoMed Pharmaceuticals Inc

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Hoey Timothy

2. Date of Event Requiring Statement (Month/Day/Year)
07/17/2013

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

(Last)

(First)

(Middle)

C/O ONCOMED PHARMACEUTICALS, INC.,Â 800 CHESAPEAKE DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, Cancer Biology

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

(Street)

REDWOOD CITY,Â CAÂ 94063

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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock ⁽¹⁾	21,052	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	Â ⁽²⁾	01/11/2017	Class A Common Stock ⁽¹⁾	55,263	$ 1.43	D	Â
Stock Option (right to buy)	Â ⁽²⁾	05/21/2018	Class A Common Stock ⁽¹⁾	23,684	$ 3.42	D	Â
Stock Option (right to buy)	Â ⁽³⁾	12/05/2018	Class A Common Stock ⁽¹⁾	92,086	$ 3.42	D	Â
Stock Option (right to buy)	Â ⁽⁴⁾	12/18/2019	Class A Common Stock ⁽¹⁾	59,409	$ 4.11	D	Â
Series B Preferred Stock ⁽⁵⁾	Â ⁽⁶⁾	Â ⁽⁷⁾	Class A Common Stock ⁽¹⁾	3,132	$ 0	D	Â
Series B-1 Preferred Stock ⁽⁵⁾	Â ⁽⁶⁾	Â ⁽⁷⁾	Class A Common Stock ⁽¹⁾	5,159	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hoey Timothy C/O ONCOMED PHARMACEUTICALS, INC. 800 CHESAPEAKE DRIVE REDWOOD CITY,Â CAÂ 94063	Â	Â	Â SVP, Cancer Biology	Â

Signatures

/s/ Yvonne Li, Attorney-in-Fact for Timothy Hoey		07/17/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The Class A Common Stock will be redesignated "Common Stock" immediately prior to the consummation of the Issuer's initial public offering.
(2)	The option is fully vested and exercisable, subject to an annual limitation of 175,438 shares that can be issued to a single grantee upon the exercise of awards under the Issuer's 2004 Stock Incentive Plan (the "Plan").
(3)	The option was immediately exercisable in full on December 5, 2008, subject to an annual limitation of 175,438 shares that can be issued to a single grantee upon the exercise of awards under the Plan; however, the shares subject to the option vest in 60 successive, equal monthly installments on each monthly anniversary of December 5, 2008, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(4)	The option was immediately exercisable in full on December 18, 2009, subject to an annual limitation of 175,438 shares that can be issued to a single grantee upon the exercise of awards under the Plan; however, the shares subject to the option vest in 60 successive, equal monthly installments on each monthly anniversary of December 18, 2009, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(5)	Each share of Series B and Series B-1 Preferred Stock will automatically convert on a one-to-one basis into Common Stock immediately prior to the consummation of the Issuer's initial public offering.
(6)	The securities are immediately convertible.
(7)	The expiration date is not relevant to the conversion of these securities.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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.