Sec Form 3 Filing - Azoy Alexander @ Arcus Biosciences, Inc. - 2023-03-09

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 Azoy Alexander 2. Issuer Name and Ticker or Trading Symbol Arcus Biosciences, Inc. [ RCUS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) C/O ARCUS BIOSCIENCES, INC., 3928 POINT EDEN WAY 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2023 (Street) HAYWARD, CA94545 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 690 D Common Stock 216 ( 1 ) D Common Stock 3,187 ( 2 ) D Common Stock 2,375 ( 3 ) D Common Stock 5,128 ( 4 ) D

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) $ 21.53 ( 5 ) 11/07/2030 Common Stock 87,500 D Stock Option (Right to Buy) $ 31.49 ( 6 ) 03/07/2031 Common Stock 867 D Stock Option (Right to Buy) $ 33.03 ( 7 ) 03/08/2032 Common Stock 8,500 D Stock Option (Right to Buy) $ 22.02 ( 8 ) 01/22/2033 Common Stock 9,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Azoy Alexander C/O ARCUS BIOSCIENCES, INC. 3928 POINT EDEN WAY HAYWARD, CA94545 Chief Accounting Officer Signatures /s/ Carolyn Tang, Attorney-in-Fact 03/10/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock units that were granted on March 8, 2021. The remaining RSUs will vest in two equal annual installments beginning December 15, 2023, subject to the Reporting Person's continued service to the Issuer through such vesting date. ( 2 )Represents restricted stock units that were granted on March 8, 2022. The remaining RSUs will vest in three equal annual installments beginning December 15, 2023, subject to the Reporting Person's continued service to the Issuer through such vesting date. ( 3 )Represents restricted stock units that were granted on December 15, 2022. The remaining RSUs will vest in two equal annual installments beginning December 15, 2023, subject to the Reporting Person's continued service to the Issuer through such vesting date. ( 4 )Represents restricted stock units that were granted on January 23, 2023. The remaining RSUs will vest in four equal annual installments beginning December 15, 2023, subject to the Reporting Person's continued service to the Issuer through such vesting date. ( 5 )This option was granted on November 9, 2020, with the total number of shares of common stock subject to this option vesting in 48 equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer through such vesting date. As of the date of this filing, 45,833 of the shares of common stock subject to this option were exercisable. ( 6 )This option was granted on March 8, 2021, with the total number of shares of common stock subject to this option vesting in 48 equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer through such vesting date. As of the date of this filing, 470 of the shares of common stock subject to this option were exercisable. ( 7 )This option was granted on March 8, 2022 with the total number of shares of common stock subject to this option vesting in 48 equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer through such vesting date. As of the date of this filing, 2,479 of the shares of common stock subject to this option were exercisable. ( 8 )This option was granted on January 23, 2023, with the total number of shares of common stock subject to this option vesting in 48 equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer through such vesting date. As of the date of this filing, 396 of the shares of common stock subject to this option were exercisable.

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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