Sec Form 4 Filing - Woody James N. @ OncoMed Pharmaceuticals Inc - 2013-07-23

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 Woody James N. 2. Issuer Name and Ticker or Trading Symbol OncoMed Pharmaceuticals Inc [ OMED] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ONCOMED PHARMACEUTICALS, INC., 800 CHESAPEAKE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/23/2013 (Street) REDWOOD CITY, CA94063 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 07/23/2013 C 8,947 A 30,876 I See Footnote ( 2 ) Common Stock 07/23/2013 C 100,000 A 100,000 I Directly owned by LVP I ( 3 ) Common Stock 07/23/2013 C 65,476 A 165,476 I Directly owned by LVP I ( 3 ) Common Stock 07/23/2013 C 74,142 A 239,618 I Directly owned by LVP I ( 3 ) Common Stock 07/23/2013 P 7,937 A $ 17 247,555 I Directly owned by LVP I ( 3 ) Common Stock 07/23/2013 C 426,315 A 426,315 I Directly owned by LVP II ( 3 ) Common Stock 07/23/2013 C 279,135 A 705,450 I Directly owned by LVP II ( 3 ) Common Stoc k 07/23/2013 C 316,079 A 1,021,529 I Directly owned by LVP II ( 3 ) Common Stock 07/23/2013 P 33,834 A $ 17 1,055,363 I Directly owned by LVP II ( 3 ) Common Stock 07/23/2013 C 611,995 A 611,995 I Directly owned by LVP III ( 3 ) Common Stock 07/23/2013 C 692,994 A 1,304,989 I Directly owned by LVP III ( 3 ) Common Stock 07/23/2013 P 43,223 A $ 17 1,348,212 I Directly owned by LVP III ( 3 ) Common Stock 07/23/2013 C 30,599 A 30,599 I Directly owned by Associates ( 3 ) Common Stock 07/23/2013 C 34,649 A 65,248 I Directly owned by Associates ( 3 ) Common Stock 07/23/2013 P 2,161 A $ 17 67,409 I Directly owned by Associates ( 3 ) Common Stock 07/23/2013 C 15,299 A 15,299 I Directly owned by Partners ( 3 ) Common Stock 07/23/2013 C 17,324 A 32,623 I Directly owned by Partners ( 3 ) Common Stock 07/23/2013 P 1,080 A $ 17 33,703 I Directly owned by Partners ( 3 )

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 Series A Preferred Stock ( 1 ) ( 1 ) 07/23/2013 C 8,947 ( 4 ) ( 5 ) Common Stock 8,947 ( 1 ) 0 I See Footnote ( 2 ) Series A Preferred Stock ( 1 ) ( 1 ) 07/23/2013 C 100,000 ( 4 ) ( 5 ) Common Stock 100,000 ( 1 ) 0 I Directly owned by LVP I ( 3 ) Series A Preferred Stock ( 1 ) ( 1 ) 07/23/2013 C 426,315 ( 4 ) ( 5 ) Common Stock 426,315 ( 1 ) 0 I Directly owned by LVP II ( 3 ) Series B Preferred Stock ( 1 ) ( 1 ) 07/23/2013 C 65,476 ( 4 ) ( 5 ) Common Stock 65,476 ( 1 ) 0 I Directly owned by LVP I ( 3 ) Series B Preferred Stock ( 1 ) ( 1 ) 07/23/2013 C 279,135 ( 4 ) ( 5 ) Common Stock 279,135 ( 1 ) 0 I Directly owned by LVP II ( 3 ) Series B Preferred Stock ( 1 ) ( 1 ) 07/23/2013 C 611,995 ( 4 ) ( 5 ) Common Stock 611,995 ( 1 ) 0 I Directly owned by LVP III ( 3 ) Series B Preferred Stock ( 1 ) ( 1 ) 07/23/2013 C 30,599 ( 4 ) ( 5 ) Common Stock 30,599 ( 1 ) 0 I Directly owned by Associates ( 3 ) Series B Preferred Stock ( 1 ) ( 1 ) 07/23/2013 C 15,299 ( 4 ) ( 5 ) Common Stock 15,299 ( 1 ) 0 I Directly owned by Partners ( 3 ) Series B-1 Preferred Stock ( 1 ) ( 1 ) 07/23/2013 C 74,142 ( 4 ) ( 5 ) Common Stock 74,142 ( 1 ) 0 I Directly owned by LVP I ( 3 ) Series B-1 Preferred Stock ( 1 ) ( 1 ) 07/23/2013 C 316,079 ( 4 ) ( 5 ) Common Stock 316,079 ( 1 ) 0 I Directly owned by LVP II ( 3 ) Series B-1 Preferred Stock ( 1 ) ( 1 ) 07/23/2013 C 692,994 ( 4 ) ( 5 ) Common Stock 692,994 ( 1 ) 0 I Directly owned by LVP III ( 3 ) Series B-1 Preferred Stock ( 1 ) ( 1 ) 07/23/2013 C 34,649 ( 4 ) ( 5 ) Common Stock 34,649 ( 1 ) 0 I Directly owned by Associates ( 3 ) Series B-1 Preferred Stock ( 1 ) ( 1 ) 07/23/2013 C 17,324 ( 4 ) ( 5 ) Common Stock 17,324 ( 1 ) 0 I Directly owned by Partners ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Woody James N. C/O ONCOMED PHARMACEUTICALS, INC. 800 CHESAPEAKE DRIVE REDWOOD CITY, CA94063 X X Signatures /s/ Yvonne Li, Attorney-in-Fact for James N. Woody 07/23/2013 Signature of Reporting Person Date

Explanation of Responses:

( 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 July 23, 2013. ( 2 )The shares are held by the Woody/Mann-Moore Family 2006 Trust. ( 3 )The reported securities are owned directly by each of 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. The reporting person, a member of GP I, GP II and GP III, shares voting and investment power with respect to these shares but disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. ( 4 )The securities are immediately convertible. ( 5 )The expiration date is not relevant to the conversion of these securities.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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