Suzanne Sawochka Hooper - Apr 5, 2024 Form 4 Insider Report for NGM BIOPHARMACEUTICALS INC (NGM)

Role: Director
Signature: /s/ Valerie Pierce, Attorney-in-Fact
Stock symbol: NGM
Transactions as of: Apr 5, 2024
Transactions value $: $0
Form type: 4
Date filed: 4/8/2024, 04:12 PM
Previous filing: May 12, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NGM	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction		-7K	-100%		0	Apr 5, 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NGM	Stock Option (Right to Buy)	Disposed to Issuer	-78.4K	-100%	Apr 5, 2024	Common Stock	78.4K	$3.69	Direct	F1, F2
transaction	NGM	Stock Option (Right to Buy)	Disposed to Issuer	-24.2K	-100%	Apr 5, 2024	Common Stock	24.2K	$13.35	Direct	F1, F2
transaction	NGM	Stock Option (Right to Buy)	Disposed to Issuer	-19.6K	-100%	Apr 5, 2024	Common Stock	19.6K	$17.24	Direct	F1, F2
transaction	NGM	Stock Option (Right to Buy)	Disposed to Issuer	-16.8K	-100%	Apr 5, 2024	Common Stock	16.8K	$20.37	Direct	F1, F2
transaction	NGM	Stock Option (Right to Buy)	Disposed to Issuer	-38K	-100%	Apr 5, 2024	Common Stock	38K	$13.35	Direct	F1, F2
transaction	NGM	Stock Option (Right to Buy)	Disposed to Issuer	-24K	-100%	Apr 5, 2024	Common Stock	24K	$13.35	Direct	F1, F2
transaction	NGM	Stock Option (Right to Buy)	Disposed to Issuer	-25K	-100%	Apr 5, 2024	Common Stock	25K	$12.06	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Suzanne Sawochka Hooper is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, Atlas Neon Parent, Inc. ("Parent") and Atlas Neon Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Purchaser"), dated as of February 25, 2024 ("Merger Agreement"), pursuant to which the Purchaser completed a tender offer for the shares of common stock of the Issuer and thereafter merged with and into the Issuer effective as of April 5, 2024 (the "Effective Time"). Pursuant to the terms of the Merger Agreement and Purchaser's offer to purchase, the shares of common stock were tendered to Purchaser in consideration for a per share price of $1.55 in cash, subject to applicable tax withholding and without interest (the "Offer Price").
F2	Pursuant to the Merger Agreement, as of the Effective Time, the vesting of each outstanding unvested Stock Option that had a per share exercise price that was less than the Offer Price (an "In-the-Money Option") was accelerated, any applicable retention period for options that were repriced ended, and each outstanding In-the-Money Option (both vested and unvested) was canceled and the holder of such canceled Stock Option was entitled to receive an amount in cash, without interest and less any withholding of taxes, equal to the product of (i) the excess of the Offer Price over the applicable exercise price per share subject to such Stock Option multiplied by (ii) the total number of shares subject to such Stock Option. Each Stock Option that was not an In-the-Money Option (whether vested or unvested) was canceled as of the Effective Time for no consideration.

Content

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, Atlas Neon Parent, Inc. ("Parent") and Atlas Neon Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Purchaser"), dated as of February 25, 2024 ("Merger Agreement"), pursuant to which the Purchaser completed a tender offer for the shares of common stock of the Issuer and thereafter merged with and into the Issuer effective as of April 5, 2024 (the "Effective Time"). Pursuant to the terms of the Merger Agreement and Purchaser's offer to purchase, the shares of common stock were tendered to Purchaser in consideration for a per share price of $1.55 in cash, subject to applicable tax withholding and without interest (the "Offer Price").

Pursuant to the Merger Agreement, as of the Effective Time, the vesting of each outstanding unvested Stock Option that had a per share exercise price that was less than the Offer Price (an "In-the-Money Option") was accelerated, any applicable retention period for options that were repriced ended, and each outstanding In-the-Money Option (both vested and unvested) was canceled and the holder of such canceled Stock Option was entitled to receive an amount in cash, without interest and less any withholding of taxes, equal to the product of (i) the excess of the Offer Price over the applicable exercise price per share subject to such Stock Option multiplied by (ii) the total number of shares subject to such Stock Option. Each Stock Option that was not an In-the-Money Option (whether vested or unvested) was canceled as of the Effective Time for no consideration.