Sec Form 13D Filing - COLUMN GROUP L P filing for NGM BIOPHARMACEUTICALS INC (NGM) - 2022-02-03

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  Name of Reporting Person

  The Column Group, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  11,103,333(1)

  Shared Voting Power:

  0

  Sole Dispositive Power:

  11,103,333(1)

  Shared Disp ositive Power:

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  11,103,333(1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  14.3%(2)

  Type of Reporting Person (See Instructions):

  PN

All shares are held of record by TCG LP (as defined in Item 2(a) below). TCG GP (as defined in Item 2(a) below) is the general partner of TCG LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson and David Goeddel, a member of the Issuer’s board of directors, are the managing partners of TCG GP and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Issuer’s Amended Quarterly Report on Form 10-Q and filed with the Securities and Exchange Commission on November 4, 2021 (the “Form 10-Q”).

  Name of Reporting Person

  The Column Group GP, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  100,000(1)

  Shared Voting Power:

  11,103,333(2)

  Sole Dispositive Power:

  100,000(1)

  Shared Dispositive Power:

  11,103,333(2)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  11,203,333(2)(2)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  14.4%(3)

  Type of Reporting Person (See Instructions):

  PN

All shares are held of record by TCG GP. Peter Svennilson and David Goeddel, a member of the Issuer’s board of directors, are the managing partners of TCG GP and may each be deemed to share voting, investment and dispositive power with respect to these securities.

All shares are held of record by TCG LP. TCG GP is the general partner of TCG LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson and David Goeddel, a member of the Issuer’s board of directors, are the managing partners of TCG GP and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  The Column Group II, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  2,265,758(1)

  Shared Voting Power:

  0

  Sole Dispositive Power:

  2,265,758(1)

  Shared Dispositive Power:

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  2,265,758(1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  2.9%(2)

  Type of Reporting Person (See Instructions):

  PN

All shares are held of record by TCG II LP (as defined in Item 2(a) below). TCG II GP (as defined in Item 2(a) below) is the general partner of TCG II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson and David Goeddel, a member of the Issuer’s board of directors, are the managing partners of TCG II GP and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  The Column Group II GP, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  0

  Shared Voting Power:

  2,265,758(1)

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  2,265,758(1)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  2,265,758(1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  2.9%(2)

  Type of Reporting Person (See Instructions):

  PN

All shares are held of record by TCG II LP. TCG II GP is the general partner of TCG II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson and David Goeddel, a member of the Issuer’s board of directors, are the managing partners of TCG II GP and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  The Column Group Management, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  OO

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  100,000(1)

  Shared Voting Power:

  0

  Sole Dispositive Power:

  100,000(1)

  Shared Dispositive Power:

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  100,000(1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  0.1% (2)

  Type of Reporting Person (See Instructions):

  PN

All shares are held of record by TCGM LP (as defined in Item 2(a) below). Peter Svennilson and David Goeddel, a member of the Issuer’s board of directors, are the managing partners of TCGM LP and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  Ponoi Capital, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  1,298,908(1)

  Shared Voting Power:

  0

  Sole Dispositive Power:

  1,298,908(1)

  Shared Dispositive Power:

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,298,908(1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  1.7%(2)

  Type of Reporting Person (See Instructions):

  PN

All shares are held of record by Ponoi LP (as defined in Item 2(a) below). Ponoi LLC (as defined in Item 2(a) below) is the general partner of Ponoi LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, Timothy Kutzkey and David Goeddel, a member of the Issuer’s board of directors, are the managing members of Ponoi LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  Ponoi Management, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  0

  Shared Voting Power:

  1,298,908(1)

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  1,298,908(1)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,298,908(1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  1.7%(2)

  Type of Reporting Person (See Instructions):

  OO

All shares are held of record by Ponoi LP. Ponoi LLC is the general partner of Ponoi LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, Timothy Kutzkey and David Goeddel, a member of the Issuer’s board of directors, are the managing members of Ponoi LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  Ponoi Capital II, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  1,298,908(1)

  Shared Voting Power:

  0

  Sole Dispositive Power:

  1,298,908(1)

  Shared Dispositive Power:

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,298,908(1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  1.7%(2)

  Type of Reporting Person (See Instructions):

  PN

All shares are held of record by Ponoi II LP (as defined in Item 2(a) below). Ponoi II LLC (as defined in Item 2(a) below) is the general partner of Ponoi II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, Timothy Kutzkey and David Goeddel, a member of the Issuer’s board of directors, are the managing members of Ponoi II LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  Ponoi II Management, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  0

  Shared Voting Power:

  1,298,908(1)

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  1,298,908(1)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,298,908(1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  1.7%(2)

  Type of Reporting Person (See Instructions):

  OO

All shares are held of record by Ponoi II LP. Ponoi II LLC is the general partner of Ponoi II LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, Timothy Kutzkey and David Goeddel, a member of the Issuer’s board of directors, are the managing members of Ponoi II LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  The Column Group III, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  858,035 (1)

  Shared Voting Power:

  0

  Sole Dispositive Power:

  858,035 (1)

  Shared Dispositive Power:

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  858,035 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  1.1%(2)

  Type of Reporting Person (See Instructions):

  PN

All shares are held of record by TCG III LP (as defined in Item 2(a) below). TCG III GP (as defined in Item 2(a) below) is the general partner of TCG III LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, Timothy Kutzkey and David Goeddel, a member of the Issuer’s board of directors, are the managing partners of TCG III GP and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  The Column Group III-A, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citiz enship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  968,990 (1)

  Shared Voting Power:

  0

  Sole Dispositive Power:

  968,990 (1)

  Shared Dispositive Power:

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  968,990 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  1.2%(2)

  Type of Reporting Person (See Instructions):

  PN

All shares are held of record by TCG III-A LP (as defined in Item 2(a) below). TCG III-A GP (as defined in Item 2(a) below) is the general partner of TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, Timothy Kutzkey and David Goeddel, a member of the Issuer’s board of directors, are the managing partners of TCG III-A GP and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  The Column Group III GP, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  0

  Shared Voting Power:

  1,827,025 (1)

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  1,827,025 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  1,827,025 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  2.4%(2)

  Type of Reporting Person (See Instructions):

  PN

Consists of (i) 858,035 shares held of record by TCG III LP and (ii) 968,990 shares held of record by TCG III-A LP. TCG III GP is the general partner of each of TCG III LP and TCG III-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, Timothy Kutzkey and David Goeddel, a member of the Issuer’s board of directors, are the managing partners of TCG III GP and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  The Column Group IV, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole V oting Power:

  821,660 (1)

  Shared Voting Power:

  0

  Sole Dispositive Power:

  821,660 (1)

  Shared Dispositive Power:

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  821,660 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  1.1%(2)

  Type of Reporting Person (See Instructions):

  PN

All shares are held of record by TCG IV LP (as defined in Item 2(a) below). TCG IV GP LP (as defined in Item 2(a) below) is the general partner of TCG IV LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG IV GP LLC (as defined in Item 2(a) below) is the general partner of TCG IV GP LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, Timothy Kutzkey and David Goeddel, a member of the Issuer’s board of directors, are the managing members of TCG IV GP LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  The Column Group IV-A, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  28,041 (1)

  Shared Voting Power:

  0

  Sole Dispositive Power:

  28,041 (1)

  Shared Dispositive Power:

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  28,041 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  0.0%(2)

  Type of Reporting Person (See Instructions):

  PN

All shares are held of record by TCG IV-A LP (as defined in Item 2(a) below). TCG IV GP LP is the general partner of TCG IV-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG IV GP LLC is the general partner of TCG IV GP LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, Timothy Kutzkey and David Goeddel, a member of the Issuer’s board of directors, are the managing members of TCG IV GP LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  The Column Group IV GP, LP

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  0

  Shared Voting Power:

  849,701 (1)

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  849,701 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  849,701 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  1.1%(2)

  Type of Reporting Person (See Instructions):

  PN

Consists of (i) 821,660 shares held of record by TCG IV LP and (ii) 28,041 shares held of record by TCG IV-A LP. TCG IV GP LP is the general partner of each of TCG IV LP and TCG IV-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG IV GP LLC is the general partner of TCG IV GP LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, Timothy Kutzkey and David Goeddel, a member of the Issuer’s board of directors, are the managing members of TCG IV GP LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  The Column Group IV GP, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  0

  Shared Voting Power:

  849,701 (1)

  Sole Dispositive Power:

  0

  Shared Dispositive Power:

  849,701 (1)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  849,701 (1)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  1.1%(2)

  Type of Reporting Person (See Instructions):

  OO

Consists of (i) 821,660 shares held of record by TCG IV LP and (ii) 28,041 shares held of record by TCG IV-A LP. TCG IV GP LP is the general partner of each of TCG IV LP and TCG IV-A LP and may be deemed to have voting, investment and dispositive power with respect to these securities. TCG IV GP LLC is the general partner of TCG IV GP LP and may be deemed to have voting, investment and dispositive power with respect to these securities. Peter Svennilson, Timothy Kutzkey and David Goeddel, a member of the Issuer’s board of directors, are the managing members of TCG IV GP LLC and may each be deemed to share voting, investment and dispositive power with respect to these securities.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  Peter Svennilson

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  AF, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  Sweden

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  44,000(1)

  Shared Voting Power:

  18,843,633 (2)

  Sole Dispositive Power:

  44,000(1)

  Shared Dispositive Power:

  18,843,633 (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  18,887,633 (1)(2)

  Percent of Class Represented by Amount in Row (11):

  24.3%(3)

  Type of Reporting Person (See Instructions):

  IN

These shares are held directly by Peter Svennilson.

Peter Svennilson is a managing partner of TCG GP, TCG II GP, TCGM LP and TCG III GP, and a managing member of Ponoi LLC, Ponoi II LLC and TCG IV GP LLC and may be deemed to share voting and dispositive control over the shares of Common Stock held by TCG LP, TCG GP, TCG II LP, TCGM LP, Ponoi LP, Ponoi II LP, TCG III LP, TCG III-A LP, TCG IV LP and TCG IV-A LP.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  David V. Goeddel

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  AF, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  U.S.A.

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  80,000(1)

  Shared Voting Power:

  18,953,633 (2)

  Sole Dispositive Power:

  80,000(1)

  Shared Dispositive Power:

  18,953,633 (2)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  19,033,633 (1)(2)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  24.5%(3)

  Type of Reporting Person (See Instructions):

  IN

All shares are held directly by David Goeddel.

David Goeddel, a member of the Issuer’s board of directors, is a managing partner of TCG GP, TCG II GP, TCGM LP and TCG III GP, and a managing member of Ponoi LLC, Ponoi II LLC and TCG IV GP LLC and may be deemed to share voting and dispositive control over the shares of Common Stock held by TCG LP, TCG GP, TCG II LP, TCGM LP, Ponoi LP, Ponoi II LP, TCG III LP, TCG III-A LP, TCG IV LP and TCG IV-A LP. David Goeddel serves as co-trustee of the David V. Goeddel and Alena Z. Goeddel 2004 Trust (the “Goeddel Trust”) and shares voting and dispositive control over 110,000 shares of Common Stock held directly by the Goeddel Trust.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

  Name of Reporting Person

  Tim Kutzkey

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only:

  Source of Funds (See Instructions):

  AF, PF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):

  ☐

  Citizenship or Place of Organization:

  U.S.A.

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power:

  15,000(1)

  Shared Voting Power:

  5,274,542(2)

  Sole Dispositive Power:

  15,000 (1)

  Shared Dispositive Power:

  5,274,542(2)

  Aggregate Amount Beneficially Owned by Each Reporting Person:

  5,289,542(1)(2)

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):

  ☐

  Percent of Class Represented by Amount in Row (11):

  6.8%(3)

  Type of Reporting Person (See Instructions):

  IN

All shares are held directly by Timothy Kutzkey

Timothy Kutzkey is a managing member of Ponoi LLC, Ponoi II LLC and TCG IV GP LLC, and a managing partner of TCG III GP and may be deemed to share voting and dispositive control over the shares of Common Stock held by Ponoi LP, Ponoi II LP, TCG III LP. TCG III-A LP, TCG IV LP and TCG IV-A LP.

Based on 77,709,084 shares of Common Stock outstanding as of November 1, 2021, as reported in the Form 10-Q.

/s/ James Evangelista, Attorney-in-Fact

/s/ James Evangelista, Attorney-in-Fact

/s/ James Evangelista, Attorney-in-Fact

/s/ James Evangelista, Attorney-in-Fact

/s/ James Evangelista, Attorney-in-Fact

/s/ James Evangelista, Attorney-in-Fact

/s/ James Evangelista, Attorney-in-Fact

/s/ James Evangelista, Attorney-in-Fact

/s/ James Evangelista, Attorney-in-Fact

/s/ James Evangelista, Attorney-in-Fact

The Column Group III GP, LP

The Column Group III GP, LP

/s/ James Evangelista, Attorney-in-Fact

/s/ James Evangelista, Attorney-in-Fact on behalf of Peter Svennilson

/s/ James Evangelista, Attorney-in-Fact on behalf of Tim Kutzkey

/s/ James Evangelista, Attorney-in-Fact on behalf of David V. Goeddel

/s/ James Evangelista, Attorney-in-Fact

/s/ James Evangelista, Attorney-in-Fact

/s/ James Evangelista, Attorney-in-Fact

TCG IV GP, LLC

/s/ James Evangelista, Attorney-in-Fact