William Jl Rieflin - 05 Apr 2024 Form 4 Insider Report for NGM BIOPHARMACEUTICALS INC

Footnote F1

Disposed of pursuant to a Rollover Agreement between, inter alia, Mr. Rieflin, Atlas Neon Parent, Inc. ("Parent") and Atlas Neon Merger Sub, Inc. a wholly-owned subsidiary of Parent ("Purchaser"), in exchange for shares in Parent.

Footnote F2

Shares held by Rieflin Family Trust U/A 4/3/00.

Footnote F3

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, Parent and 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 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 $1.55 per share (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,

Footnote F4

(Continued from footnote 3) 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.