Sec Form 4 Filing - WOODHOUSE DAVID J @ NGM BIOPHARMACEUTICALS INC - 2024-04-05

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 WOODHOUSE DAVID J 2. Issuer Name and Ticker or Trading Symbol NGM BIOPHARMACEUTICALS INC [ NGM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O NGM BIOPHARMACEUTICALS, INC., 333 OYSTER POINT BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 04/05/2024 (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 04/05/2024 U 23,993 D 0 D Common Stock 04/05/2024 U 97,654 ( 3 ) D 0 I See footnote ( 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 Restricted Stock Unit ( 1 ) ( 4 ) 04/05/2024 D 95,400 ( 4 ) ( 5 ) Common Stock 95,400 ( 1 ) ( 4 ) 0 D Stock Option (Right to Buy) $ 0.84 ( 1 ) ( 6 ) 04/05/2024 D 255,000 ( 6 ) 04/21/2025 Common Stock 255,000 ( 1 ) ( 6 ) 0 D Stock Option (Right to Buy) $ 0.84 ( 1 ) ( 6 ) 04/05/2024 D 87,013 ( 6 ) 01/19/2027 Common Stock 87,013 ( 1 ) ( 6 ) 0 D Stock Option (Right to Buy) $ 0.84 ( 1 ) ( 6 ) 04/05/2024 D 57,833 ( 6 ) 01/30/2028 Common Stock 57,833 ( 1 ) ( 6 ) 0 D Stock Option (Right to Buy) $ 0.84 ( 1 ) ( 6 ) 04/05/2024 D 500,000 ( 6 ) 07/24/2028 Common Stock 500,000 ( 1 ) ( 6 ) 0 D Stock Option (Right to Buy) $ 0.84 ( 1 ) ( 6 ) 04/05/2024 D 200,000 ( 6 ) 02/06/2029 Common Stock 200,000 ( 1 ) ( 6 ) 0 D Stock Option (Right to Buy) $ 0.84 ( 1 ) ( 6 ) 04/05/2024 D 400,000 ( 6 ) 02/03/2030 Common Stock 400,000 ( 1 ) ( 6 ) 0 D Stock Option (Right to Buy) $ 0.84 ( 1 ) ( 6 ) 04/05/2024 D 450,000 ( 6 ) 03/16/2031 Common Stock 450,000 ( 1 ) ( 6 ) 0 D Stock Option (Right to Buy) $ 0.84 ( 1 ) ( 6 ) 04/05/2024 D 500,000 ( 6 ) 03/02/2032 Common Stock 500,000 ( 1 ) ( 6 ) 0 D Stock Option (Right to Buy) $ 4.36 ( 1 ) ( 6 ) 04/05/2024 D 381,600 ( 6 ) 03/01/2033 Common Stock 381,600 ( 1 ) ( 6 ) 0 D Stock Option (Right to Buy) $ 4.36 ( 1 ) ( 6 ) 04/05/2024 D 500,000 ( 6 ) 03/01/2033 Common Stock 500,000 ( 1 ) ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WOODHOUSE DAVID J C/O NGM BIOPHARMACEUTICALS, INC. 333 OYSTER POINT BOULEVARD SOUTH SAN FRANCISCO, CA94080 X Chief Executive Officer Signatures /s/ Valerie Pierce, Attorney-in-Fact 04/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, Atlas Neon Parent, Inc. ("Parent") and Atlas Neon Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Purchaser"), dated as of February 25, 2024 ("Merger Agreement"), pursuant to which the Purchaser completed a tender offer for the shares of common stock of the Issuer and thereafter merged with and into the Issuer effective as of April 5, 2024 (the "Effective Time"). Pursuant to the terms of the Merger Agreement and Purchaser's offer to purchase, the shares of common stock were tendered to Purchaser in consideration for a per share price of $1.55 in cash, subject to applicable tax withholding and without interest (the "Offer Price"). ( 2 )Disposed of pursuant to a Rollover Agreement between, inter alia, Dr. Woodhouse, Parent and Purchaser, in exchange for shares in Parent. ( 3 )Shares held by The Woodhouse Family Trust 9/8/05. ( 4 )Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, as of the Effective Time, each outstanding Restricted Stock Unit was canceled and the holder of such canceled Restricted Stock Unit was entitled to receive an amount in cash, without interest and less any withholding of taxes, equal to the Offer Price. ( 5 )Restricted Stock Units do not have an expiration date. ( 6 )Pursuant to the Merger Agreement, as of the Effective Time, the vesting of each outstanding unvested Stock Option that had a per share exercise price that was less than the Offer Price (an "In-the-Money Option") was accelerated, any applicable retention period for options that were repriced ended, and each outstanding In-the-Money Option (both vested and unvested) was canceled and the holder of such canceled Stock Option was entitled to receive an amount in cash, without interest and less any withholding of taxes, equal to the product of (i) the excess of the Offer Price over the applicable exercise price per share subject to such Stock Option multiplied by (ii) the total number of shares subject to such Stock Option. Each Stock Option that was not an In-the-Money Option (whether vested or unvested) was canceled as of the Effective Time for no consideration.

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