Sec Form 4 Filing - Sarena Francis Willard @ FIVE PRIME THERAPEUTICS INC - 2016-01-27

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 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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1. Name and Address of Reporting Person Sarena Francis Willard 2. Issuer Name and Ticker or Trading Symbol FIVE PRIME THERAPEUTICS INC [ FPRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Gen Counsel & Secretary (Last) (First) (Middle) C/O FIVE PRIME THERAPEUTICS, INC., TWO CORPORATE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/27/2016 (Street) SOUTH SAN FRANCISCO, CA94080 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 01/27/2016 M 9,479 A $ 11.14 93,049 D Common Stock 01/27/2016 S( 1 ) 6,895 D $ 35.55 ( 2 ) 86,154 D Common Stock 01/27/2016 S( 1 ) 2,584 D $ 36.13 ( 3 ) 83,570 D Common Stock 01/27/2016 M 3,791 A $ 10.77 87,361 D Common Stock 01/27/2016 S( 1 ) 3,791 D $ 35.31 ( 4 ) 83,570 D Common Stock 01/27/2016 M 7,449 A $ 7.26 91,019 D Common Stock 01/27/2016 S( 1 ) 7,449 D $ 35.11 ( 5 ) 83,570 D Common Stock 01/27/2016 M 7,768 A $ 5.54 91,338 D Common Stock 01/27/2016 S( 1 ) 7,768 D $ 34.73 ( 6 ) 83,570 D Common Stock 01/27/2016 M 1,513 A $ 8.49 85,083 D Common Stock 01/27/2016 S( 1 ) 1,513 D $ 35 83,570 D Common Stock 83,834 ( 7 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 11.14 01/27/2016 M 9,479 ( 8 ) 08/21/2024 Common Stock 9,479 $ 0 25,521 D Employee Stock Option (right to buy) $ 10.77 01/27/2016 M 3,791 ( 9 ) 11/04/2023 Common Stock 3,791 $ 0 3,209 D Employee Stock Option (right to buy) $ 7.26 01/27/2016 M 7,449 ( 10 ) 07/18/2023 Common Stock 7,449 $ 0 12,063 D Employee Stock Option (right to buy) $ 5.54 01/27/2016 M 7,768 ( 11 ) 07/15/2022 Common Stock 7,768 $ 0 24,752 D Employee Stock Option (right to buy) $ 8.49 01/27/2016 M 1,513 ( 12 ) 07/13/2021 Common Stock 1,513 $ 0 926 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sarena Francis Willard C/O FIVE PRIME THERAPEUTICS, INC. TWO CORPORATE DRIVE SOUTH SAN FRANCISCO, CA94080 EVP, Gen Counsel & Secretary Signatures /s/ Marc Belsky, Attorney-in-Fact 01/29/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 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. ( 2 )The 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. ( 3 )The 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. ( 4 )The 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. ( 5 )The 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. ( 6 )The 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. ( 7 )Includes 264 shares granted to the reporting person by the Company pursuant to a company match under the Company's 401(k) plan. ( 8 )This option began vesting on September 22, 2014, at a rate of 1/48th per month. ( 9 )The 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. ( 10 )This option began vesting on July 19, 2013, at a rate of 1/48th per month. ( 11 )This option began vesting on July 12, 2012, at a rate of 1/48th per month. ( 12 )This option began vesting on July 14, 2011, at a rate of 1/48th per month.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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