Sec Form 4 Filing - GV 2017 GP, L.L.C. @ Arcus Biosciences, Inc. - 2018-03-19

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 GV 2017 GP, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Arcus Biosciences, Inc. [ RCUS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1600 AMPHITHEATRE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/19/2018 (Street) MOUNTAIN VIEW, CA94043 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 03/19/2018 C 1,924,474 ( 1 ) A 1,924,474 I By GV 2017, 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 C Convertible Preferred Stock ( 3 ) 03/19/2018 C 1,924,474 ( 3 ) ( 3 ) Common Stock 1,924,474 ( 3 ) 0 I By GV 2017, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GV 2017 GP, L.L.C. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X GV 2017 GP, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X GV 2017, L.P. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X Alphabet Inc. 1600 AMPHITHEATRE PARKWAY MOUNTAIN VIEW, CA94043 X Signatures /s/ Scott Paraker, Attorney-in-Fact 03/19/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The total represents shares received upon conversion of shares of Series C Convertible Preferred Stock. ( 2 )The reported security is directly held by GV 2017, L.P. GV 2017 GP, L.P., the general partner of GV 2017, L.P., GV 2017 GP, L.L.C., the general partner of GV 2017 GP, L.P., Alphabet Holdings LLC, the sole member of GV 2017 GP, L.L.C., XXVI Holdings Inc., the managing member of Alphabet Holdings LLC, and Alphabet Inc., the sole stockholder of XXVI Holdings Inc., may each be deemed to have sole power to vote or dispose of these shares. Each of GV 2017 GP, L.P., GV 2017 GP, L.L.C., Alphabet Holdings LLC, XXVI Holdings Inc. and Alphabet Inc. disclaim beneficial ownership of the shares except to the extent of any pecuniary interest therein. ( 3 )The reported security converted into the Issuer's Common Stock on a 1-for-1 basis automatically immediately prior to the closing of the Issuer's initial public offering without payment of further consideration. The shares have no 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).

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