Sec Form 4 Filing - COLUMN GROUP II, LP @ 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 COLUMN GROUP II, LP 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) 1700 OWENS STREET, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 03/19/2018 (Street) SAN FRANCISCO, CA94158 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 1,767,676 A 1,767,676 D ( 2 ) Common Stock 03/19/2018 C 875,087 A 2,642,763 D ( 2 ) Common Stock 03/19/2018 C 427,660 A 3,070,423 D ( 2 ) Common Stock 03/19/2018 C 470,427 A 470,427 D ( 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 Series A Preferred Stock ( 1 ) 03/19/2018 C 1,767,676 ( 1 ) ( 1 ) Common Stock 1,767,676 $ 0 0 D ( 2 ) Series B Preferred Stock ( 1 ) 03/19/2018 C 875,087 ( 1 ) ( 1 ) Common Stock 2,642,763 $ 0 0 D ( 2 ) Series C Preferred Stock ( 1 ) 03/19/2018 C 427,660 ( 1 ) ( 1 ) Common Stock 3,070,423 $ 0 0 D ( 2 ) Series C Preferred Stock ( 1 ) 03/19/2018 C 470,427 ( 1 ) ( 1 ) Common Stock 470,427 $ 0 0 D ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COLUMN GROUP II, LP 1700 OWENS STREET SUITE 500 SAN FRANCISCO, CA94158 X Column Group II GP, LP 1700 OWENS STREET, SUITE 500 SAN FRANCISCO, CA94158 X Ponoi Management, LLC 1700 OWENS STREET SUITE 500 SAN FRANCISCO, CA94158 X PONOI CAPITAL, LP 1700 OWENS STREET SUITE 500 SAN FRANCISCO, CA94158 X GOEDDEL DAVID V 1700 OWENS STREET, SUITE 500 SAN FRANCISCO, CA94158 X Svennilson Peter 1700 OWENS STREET, SUITE 500 SAN FRANCISCO, CA94158 X Kutzkey Tim 1700 OWENS STREET SUITE 500 SAN FRANCISCO, CA94158 X Signatures /s/ Jennifer J. Carlson, Attorney-in-Fact 03/19/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A, Series B and Series C preferred stock automatically converted into one share of common stock. The Series A, Series B and Series C preferred stock had no expiration date. ( 2 )The securities are directly held by The Column Group II, LP ("TCG II") and indirectly held by The Column Group II GP, LP ("TCG II GP") the general partner of TCG II. TCG II GP has voting and dispositive power with respect to these shares. The individual managing partners of TCG II GP are Peter Svennilson and David Goeddel, who may be deemed to have shared voting, investment and dispositive power with respect to these shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares ( 3 )The securities are directly held by Ponoi Capital, LP ("Ponoi LP") and indirectly held by Ponoi Management, LLC ("Ponoi LLC") the general partner of Ponoi LP. Ponoi LLC has voting and dispositive power with respect to these shares. The individual managing partners of Ponoi LLC are Peter Svennilson, David Goeddel and Tim Kutzkey, who may be deemed to have shared voting, investment and dispositive power with respect to these shares. Each individual managing partner disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in such shares.

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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