Five Prime Therapeutics, Inc. (NASDAQ:FPRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 10, 2017, the Board of Directors (the “Board”) of Five Prime Therapeutics, Inc. (“FivePrime”) elected Garry Nicholson to serve as a Class I member of the Board to serve a three-year term until the 2020 annual meeting of stockholders, or until his successor is duly elected and qualified. Mr. Nicholson filled the vacancy created by Robert L. Douglas’s retirement from the Board upon the expiration of Mr. Douglas’s three-year term on May 10, 2017 at FivePrime’s 2017 annual meeting of stockholders.

The Board has not appointed Mr. Nicholson to any committees of the Board at this time.

In accordance with FivePrime’s Non-Employee Director Compensation Policy (the “Policy”), FivePrime will pay Mr. Nicholson an annual retainer of $40,000 for his service as a director, which will be paid in quarterly installments. In addition, in accordance with the Policy, on May 10, 2017, the Board granted to Mr. Nicholson a one-time initial award of options to purchase 15,000 shares of common stock of FivePrime, which will vest in equal annual installments over a three-year period, subject to Mr. Nicholson’s continued service on the Board through each vesting date. In accordance with the Policy, Mr. Nicholson will also be eligible to receive an annual award of options to purchase 10,000 shares of common stock of FivePrime, which would vest in its entirety on the earlier to occur of (i) the one-year anniversary of the grant date and (ii) the day before the subsequent annual meeting of stockholders, subject to Mr. Nicholson’s continued service on the Board through such date.

There is no arrangement or understanding between Mr. Nicholson and any other person to which Mr. Nicholson was elected as a member of the Board. There are no relationships or transactions between Mr. Nicholson and FivePrime that would require disclosure to Item 404(a) of Regulation S-K.

2

About Five Prime Therapeutics, Inc. (NASDAQ:FPRX)

Five Prime Therapeutics, Inc. (Five Prime) is a clinical-stage biotechnology company focused on discovering and developing protein therapeutics. The Company has three product candidates in clinical development covering multiple potential indications. It focuses on immuno-oncology, an area in which it has clinical and discovery programs, and product and discovery collaborations. The Company seeks to engage third-party collaborators to assist it in developing companion diagnostics for its clinical programs. The Company’s product candidates include FPA008, FPA144 and FP-1039/GSK3052230. The FPA008 is an antibody that inhibits colony stimulating factor-1 (CSF1), receptor (CSF1R). The FPA144 is an antibody that inhibits fibroblast growth factor receptor 2b (FGFR2b). FP-1039 is a protein therapeutic designed to trap and neutralize cancer-promoting fibroblast growth factors (FGFs).

Five Prime Therapeutics, Inc. (NASDAQ:FPRX) Recent Trading Information

Five Prime Therapeutics, Inc. (NASDAQ:FPRX) closed its last trading session up +0.80 at 30.63 with 205,531 shares trading hands.