Sec Form 3 Filing - RIEFLIN WILLIAM JL @ NGM BIOPHARMACEUTICALS INC - 2019-04-03

FORM 3 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 RIEFLIN WILLIAM JL 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) Executive Chairman (Last) (First) (Middle) 333 OYSTER POINT BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 04/03/2019 (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 2,712,500 ( 1 ) ( 2 ) 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 Stock Option (Right to Buy) $ 8.14 ( 1 ) ( 4 ) 01/30/2028 Common Stock 225,000 ( 1 ) D Stock Option (Right to Buy) $ 12.06 ( 1 ) ( 5 ) 02/06/2029 Common Stock 50,000 ( 1 ) D Series A Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 50,000 ( 6 ) I See Footnote ( 3 ) Series B Convertible Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 6,668 ( 6 ) I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RIEFLIN WILLIAM JL 333 OYSTER POINT BOULEVARD SOUTH SAN FRANCISCO, CA94080 X Executive Chairman Signatures /s/ William J. Rieflin 04/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a 1-for-2 reverse stock split of the Company's issued and outstanding securities effective March 22, 2019. ( 2 )Reflects the number of shares of common stock that Mr. Rieflin early exercised, of which (i) 44,531 shares of common stock granted on January 27, 2016 remain unvested and (ii) 103,906 shares of common stock granted on January 20, 2017 remain unvested. ( 3 )Shares held by the Rieflin Family Trust U/A 4/3/00. ( 4 )The shares subject to the stock option are early exercisable and vest over a four-year period commencing January 1, 2018, with 1/48th of the shares vesting on a monthly basis. ( 5 )The shares subject to the stock option are early exercisable and vest over a four-year period commencing January 1, 2019, with 1/48th of the shares vesting on a monthly basis. ( 6 )The number of shares of common stock reflects a 1-for-2 reverse stock split, which became effective March 22, 2019. Each share of the Issuer's Series A Preferred Stock and Series B Preferred Stock is convertible into the Issuer's common stock on a 1-for-2 basis and has no expiration date. The number of underlying shares of common stock reported in Column 3 reflects the 1-for-2 reverse stock split pursuant to which every 2 shares of Preferred Stock will convert into one share of common stock of the Issuer, effective upon the closing of the Issuer's initial public offering, for no additional consideration.

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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