Sec Form 4 Filing - DAG Ventures Management V, LLC @ ARMO BioSciences, Inc. - 2018-01-30

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person DAG Ventures Management V, LLC 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 _____ Officer (give title below) X __ Other (specify below) Former 10% owner (Last) (First) (Middle) 251 LYTTON AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2018 (Street) PALO ALTO, CA94301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 01/30/2018 C 1,059,148 A 1,059,148 I By DAG Ventures V-QP, L.P. ( 2 ) Common Stock 01/30/2018 C 2,580 A 2,580 I By DAG Ventures V, L.P. ( 2 ) Common Stock 01/30/2018 C 728,080 A 1,787,228 I By DAG Ventures V-QP, L.P. ( 2 ) Common Stock 01/30/2018 C 1,772 A 4,352 I By DAG Ventures V, L.P. ( 2 ) Common Stock 01/30/2018 C 200,786 A 1,988,014 I By DAG Ventures V-QP, L.P. ( 2 ) Common Stock 01/30/2018 C 489 A 4,841 I By DAG Ventures V, L.P. ( 2 ) Common Stock 01/30/2018 C 226,543 A 2,214,557 I By DAG Ventures V-QP, L.P. ( 2 ) Common Stock 01/30/2018 C 551 A 5,392 I By DAG Ventures V, L.P. ( 2 ) Common Stock 01/30/2018 C 183,351 A 2,397,908 I By DAG Ventures V-QP, L.P. ( 2 ) Common Stock 01/30/2018 C 446 A 5,838 I By DAG Ventures V, L.P. ( 2 )

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 ) 01/30/2018 C 1,059,148 ( 1 ) ( 1 ) Common Stock 1,059,148 $ 0 0 I By DAG Ventures V-QP, L.P. ( 2 ) Series A Preferred Stock ( 1 ) 01/30/2018 C 2,580 ( 1 ) ( 1 ) Common Stock 2,580 $ 0 0 I By DAG Ventures V, L.P. ( 2 ) Series B Preferred Stock ( 3 ) 01/30/2018 C 728,080 ( 3 ) ( 3 ) Common Stock 728,080 $ 0 0 I By DAG Ventures V-QP, L.P. ( 2 ) Series B Preferred Stock ( 3 ) 01/30/2018 C 1,772 ( 3 ) ( 3 ) Common Stock 1,772 $ 0 0 I By DAG Ventures V, L.P. ( 2 ) Series B-1 Preferred Stock ( 4 ) 01/30/2018 C 200,786 ( 4 ) ( 4 ) Common Stock 200,786 $ 0 0 I By DAG Ventures V-QP, L.P. ( 2 ) Series B-1 Preferred Stock ( 4 ) 01/30/2018 C 489 ( 4 ) ( 4 ) Common Stock 489 $ 0 0 I By DAG Ventures V, L.P. ( 2 ) Series C Preferred Stock ( 5 ) 01/30/2018 C 226,543 ( 5 ) ( 5 ) Common Stock 226,543 $ 0 0 I By DAG Ventures V-QP, L.P. ( 2 ) Series C Preferred Stock ( 5 ) 01/30/2018 C 551 ( 5 ) ( 5 ) Common Stock 551 $ 0 0 I By DAG Ventures V, L.P. ( 2 ) Series C-1 Preferred Stock ( 6 ) 01/30/2018 C 183,351 ( 6 ) ( 6 ) Common Stock 183,351 $ 0 0 I By DAG Ventures V-QP, L.P. ( 2 ) Series C-1 Preferred Stock ( 6 ) 01/30/2018 C 446 ( 6 ) ( 6 ) Common Stock 446 $ 0 0 I By DAG Ventures V, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DAG Ventures Management V, LLC 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA94301 Former 10% owner DAG Ventures V-QP, L.P. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA94301 Former 10% owner DAG Ventures V, L.P. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA94301 Former 10% owner Cadeddu John J. 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA94301 Former 10% owner Goodrich R. Thomas 251 LYTTON AVENUE, SUITE 200 PALO ALTO, CA94301 Former 10% owner Signatures /s/ John J. Cadeddu, Managing Director 01/30/2018 Signature of Reporting Person Date /s/ John J. Cadeddu, Managing Director of DAG Ventures Management V, LLC, which serves as the General Partner of DAG Ventures V-QP, L.P. 01/30/2018 Signature of Reporting Person Date /s/ John J. Cadeddu, Managing Director of DAG Ventures Management V, LLC, which serves as the General Partner of DAG Ventures V, L.P. 01/30/2018 Signature of Reporting Person Date /s/ John J. Cadeddu 01/30/2018 Signature of Reporting Person Date /s/ R. Thomas Goodrich 01/30/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of the Issuer's Series A Preferred Stock converted automatically into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series A Preferred Stock did not have an expiration date. ( 2 )DAG Ventures Management V, LLC ("DAG Management V") serves as the sole General Partner of DAG Ventures V-QP, L.P. ("DAG V-QP") and DAG Ventures V, L.P. ("DAG V"). As such, DAG Management V possesses sole voting and investment control over the securities owned by DAG V-QP and DAG V, and may be deemed to have indirect beneficial ownership of the securities held by DAG V-QP and DAG V. DAG Management V, however, owns no securities of the Issuer directly. Messrs. Cadeddu and Goodrich are Managing Directors of DAG Management V and share voting and dispositive power over the shares held by DAG V-QP and DAG V. Each Reporting Person disclaims beneficial ownership of the shares held by DAG V-QP and DAG V except to the extent of his or its proportionate pecuniary interest therein. ( 3 )Each share of the Issuer's Series B Preferred Stock converted automatically into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series B Preferred Stock did not have an expiration date. ( 4 )Each share of the Issuer's Series B-1 Preferred Stock converted automatically into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series B-1 Preferred Stock did not have an expiration date. ( 5 )Each share of the Issuer's Series C Preferred Stock converted automatically into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series C Preferred Stock did not have an expiration date. ( 6 )Each share of the Issuer's Series C-1 Preferred Stock converted automatically into shares of the Issuer's Common Stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering. The Series C-1 Preferred Stock did not have an expiration date.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.