Title of Securities

to be Registered

Proposed
Maximum

Offering Price per Share

Proposed
Maximum

Aggregate

Offering Price

Amount of

Registration Fee

Common Stock, par value $0.001 per share

– 2008 Equity Incentive Plan

– Amended and Restated 2018 Equity Incentive Plan

– 2019 Employee Stock Purchase Plan

Total

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of NGM Biopharmaceutical, Inc. (the “Registrant”) common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, par value $0.001 per share (the “Common Stock”), as applicable.

Represents shares of Common Stock issuable upon exercise of stock options outstanding under the 2008 Equity Incentive Plan (the “2008 Plan”) as of the date of this Registration Statement. The 2008 Plan expired pursuant to its terms in January 2018 and no further option grants will be made under the 2008 Plan. However, outstanding options granted under the 2008 will remain outstanding, subject to the terms of the 2008 Plan and the relevant award agreement until such options are exercised or they terminate or expire by their terms.

Represents shares reserved for future issuance under the Registrant’s Amended and Restated 2018 Equity Incentive Plan (the “Restated 2018 Plan”), shares of Common Stock issuable upon exercise of stock options outstanding under the Restated 2018 Plan. To the extent that any shares subject to awards under the 2008 Plan expire or terminate on or after the termination of the 2008 Plan, or any shares previously issued pursuant to the 2008 Plan are forfeited or repurchased by the Registrant on or after the termination of the 2008 Plan, the shares of Common Stock subject to such awards will become available for issuance under the Restated 2018 Plan. The Restated 2018 Plan also provides that a number of shares reserved for issuance under the Restated 2018 Plan will automatically increase on January 1st each calendar year for ten years, starting on January 1, 2020 and ending on and including January 1, 2029, by the lesser of (a) four percent (4.0%) of the total number of the Registrant’s capital stock outstanding as of December 31st of the immediately preceding calendar year or (b) a number determined by the Registrant’s board of directors.

Represents shares of Common Stock reserved for future issuance under the Registrant’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”). The 2019 ESPP provides that the number of shares reserved for issuance under the 2019 ESPP will automatically increase on January 1st each calendar year, starting on January 1, 2020 and continuing through January 1, 2029, by the lesser of (a) one percent (1.0%) of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the preceding calendar year, (b) 1,000,000 shares of Common Stock or (c) a number determined by the Registrant’s board of directors that is less than (a) or (b).

Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are calculated using the weighted-average exercise price for outstanding options granted pursuant to the 2008 Plan.

Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of (a) the weighted-average exercise price for outstanding options granted pursuant to the Restated 2018 Plan as of the date of this Registration Statement and (b) the initial public offering price of $16.00 per share of common stock as set forth in the Registrant’s Registration Statement on Form S-1 (File No. 333-227608) declared effective on February 3, 2019 with respect to the balance of shares to be registered pursuant to the Restated 2018 Plan. The chart below details the calculations of the registration fee:

Number of

Shares of

Common Stock

Offering Price

Per Share

Aggregate Offering

Price/
Registration Fee

Common Stock, par value $0.001 per share, issuable upon the exercise of outstanding options granted under the Restated 2018 Plan

Common Stock, par value $0.001 per share, reserved for future grant under the Restated 2018 Plan

Proposed Maximum Aggregate Offering Price:

Registration Fee:

Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are calculated using the initial public offering price of $16.00 per share of common stock as set forth in the Registrant’s Registration Statement on Form S-1 (File No. 333-227608) declared effective on April 3, 2019 multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2019 ESPP.

The Registrant’s prospectus filed on April 4, 2019 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statements on Form S-1 (File No. 333-227608), which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed.

The description of the Registrant’s Common Stock which is contained in a registration statement on Form 8-A filed on March 29, 2019 (File No. 001-38853) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

EXEMPTION FROM REGISTRATION CLAIMED.

EXHIBITS

Exhibit
Number

Description

  4.1

  4.2

  4.3

  4.4

  4.5

  4.6

  5.1*

23.1*

23.2*

24.1*

99.1

99.2

99.3

99.4

99.5

99.6

Filed herewith.

The undersigned Registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act;

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Signature

Title

Date

/s/ David J. Woodhouse

David J. Woodhouse, Ph.D.

Chief Executive Officer, Acting Chief
Financial Officer and Director

(Principal Financial Officer and
Principal Accounting Officer)

/s/ William J. Rieflin

William J. Rieflin

/s/ Jin-Long Chen

Jin-Long Chen, Ph.D.

/s/ David V. Goeddel

David V. Goeddel, Ph.D.

/s/ Suzanne Sawochka Hooper

Suzanne Sawochka Hooper

/s/ Mark Leschly

Mark Leschly

/s/ David Schnell

David Schnell, M.D.

/s/ Peter Svennilson

Peter Svennilson

/s/ McHenry T. Tichenor, Jr.

McHenry T. Tichenor, Jr.