Sec Form 4 Filing - CROSS HERB @ ARMO BioSciences, Inc. - 2018-06-22

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 CROSS HERB 2. Issuer Name and Ticker or Trading Symbol ARMO BioSciences, Inc. [ ARMO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O ARMO BIOSCIENCES, INC., 575 CHESAPEAKE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 06/22/2018 (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

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) $ 6.9698 06/22/2018 D 240,658 ( 1 ) ( 2 ) ( 3 ) 12/12/2027 Common Stock 240,658 $ 43.0302 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CROSS HERB C/O ARMO BIOSCIENCES, INC. 575 CHESAPEAKE DRIVE REDWOOD CITY, CA94063 Chief Financial Officer Signatures /s/ Scott Paraker, Attorney-in-Fact 06/22/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated May 9, 2018, by and among the Issuer, Eli Lilly and Company ("Parent") and Bluegill Acquisition Corporation ("Merger Sub"), a wholly-owned subsidiary of Parent, Merger Sub made a cash tender offer (the "Offer") to purchase each outstanding share of the Issuer's common stock for $50.00 per share (the "Offer Price"), net to the seller in cash, without interest and less any applicable tax withholding. These shares were tendered into the Offer and, after the expiration of the Offer at one minute after 11:59 pm Eastern Time on June 21, 2018, Merger Sub accepted all of the tendered shares and the holder was entitled to receive the Offer Price per share. ( 2 )Pursuant to the Merger Agreement, each outstanding option to purchase shares of the Issuer's common stock, whether or not exercisable or vested, was cancelled and the holder thereof became entitled to receive an amount in cash determined by multiplying (A) the excess, if any, of $50.00 over the exercise price per share of the common stock underlying such stock option by (B) the number of shares of common stock subject to such stock option. ( 3 )This option, which provided for vesting in forty-eight equal monthly installments following November 27, 2017, subject to a one-year cliff, was cancelled and the Reporting Person became entitled to receive an amount in cash per the terms of the Merger Agreement, as described in footnote (2) above.

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