SEC Form 4 · accession 0001123292-16-001659

FIVE PRIME THERAPEUTICS INC · FPRX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Francis Willard Sarena

Officer — EVP, Gen Counsel & Secretary

Period of report

Jan 27, 2016

Accepted (ET)

Jan 29, 2016 · 7:14 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001175505

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock	Jan 27, 2016	M	9,479	$11.14	A	93,049	D
Common Stock^F2	Jan 27, 2016	S	6,895	$35.55	D	86,154	D
Common Stock^F3	Jan 27, 2016	S	2,584	$36.13	D	83,570	D
Common Stock	Jan 27, 2016	M	3,791	$10.77	A	87,361	D
Common Stock^F4	Jan 27, 2016	S	3,791	$35.31	D	83,570	D
Common Stock	Jan 27, 2016	M	7,449	$7.26	A	91,019	D
Common Stock^F5	Jan 27, 2016	S	7,449	$35.11	D	83,570	D
Common Stock	Jan 27, 2016	M	7,768	$5.54	A	91,338	D
Common Stock^F6	Jan 27, 2016	S	7,768	$34.73	D	83,570	D
Common Stock	Jan 27, 2016	M	1,513	$8.49	A	85,083	D
Common Stock	Jan 27, 2016	S	1,513	$35.00	D	83,570	D
Common Stock^F7	holding	—	—		—	83,834	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F8	$11.14	Jan 27, 2016	M	9,479	D	—	Aug 21, 2024	Common Stock	9,479	25,521	D
Employee Stock Option (right to buy)^F9	$10.77	Jan 27, 2016	M	3,791	D	—	Nov 4, 2023	Common Stock	3,791	3,209	D
Employee Stock Option (right to buy)^F10	$7.26	Jan 27, 2016	M	7,449	D	—	Jul 18, 2023	Common Stock	7,449	12,063	D
Employee Stock Option (right to buy)^F11	$5.54	Jan 27, 2016	M	7,768	D	—	Jul 15, 2022	Common Stock	7,768	24,752	D
Employee Stock Option (right to buy)^F12	$8.49	Jan 27, 2016	M	1,513	D	—	Jul 13, 2021	Common Stock	1,513	926	D

Explanation of responses

F1The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on October 27, 2015.
F10This option began vesting on July 19, 2013, at a rate of 1/48th per month.
F11This option began vesting on July 12, 2012, at a rate of 1/48th per month.
F12This option began vesting on July 14, 2011, at a rate of 1/48th per month.
F2The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $35.02 to $36.01, inclusive. The reporting person undertakes to provide to Five Prime Therapeutics, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2), (3), (4), (5) and (6) to this Form 4.
F3The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.02 to $36.71, inclusive.
F4The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.85 to $35.76, inclusive.
F5The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.83 to $35.49, inclusive.
F6The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.16 to $35.01, inclusive.
F7Includes 264 shares granted to the reporting person by the Company pursuant to a company match under the Company's 401(k) plan.
F8This option began vesting on September 22, 2014, at a rate of 1/48th per month.
F9The option was vested with respect to one sixteenth of the shares underlying the option on the date of the grant, November 5, 2013. The remainder of the shares underlying the option vest at a rate of 1/48th of the total number of shares underlying the option per month beginning November 19, 2013.