ONCOMED PHARMACEUTICALS, INC. (NASDAQ:OMED) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ONCOMED PHARMACEUTICALS, INC. (NASDAQ:OMED) 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.

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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March16, 2018, the Board of Directors (the “Board”) of OncoMed Pharmaceuticals, Inc. (the “Company”) appointed John Lewicki, Ph.D. as the Company’s President and Chief Executive Officer, effective immediately. Most recently Dr.Lewicki was named the Company’s President in January 2018. In connection with his appointment as Chief Executive Officer, the Board also approved the grant to Dr.Lewicki of a stock option award under the Company’s 2013 Equity Incentive Award Plan (the “2013 Plan”) to purchase 125,000 shares of the Company’s common stock at an exercise price of $2.98 per share, the closing price of the Company’s common stock on March16, 2018. The stock option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of March16, 2018, subject to Dr. Lewicki’s continued employment with the Company on each such vesting date and subject to the other terms and conditions of the 2013 Plan. Dr.Lewicki’s compensation did not otherwise change. The Board also appointed Dr.Lewicki as a Class II director, filling a vacancy in the Board created by an increase in the authorized number of directors to nine directors, both effective March16, 2018. Dr.Lewicki will not receive any additional compensation for his service as a director on our Board. Dr.Lewicki has not been involved in any transactions that would require disclosure under Item404(a) of Regulation S-K.

In satisfaction of the disclosure required to Items 401(b) and 401(e) of Regulation S-K, the Company’s disclosures in its Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April13, 2017, under the heading “Executive Officers—John A. Lewicki, Ph.D.” are incorporated by reference herein.

Also on March16, 2018, the Board appointed Yvonne Li, age 58, the Company’s Vice President, Finance, Controller and Administration as the Company’s principal accounting officer and principal financial officer, effective immediately. In connection with this appointment, on March18, 2018, the Compensation Committee of the Board also approved the grant to Ms.Li of a stock option award under the 2013 Plan to purchase 75,000 shares of the Company’s common stock at an exercise price of $2.98 per share, the closing price of the Company’s common stock on March16, 2018. The stock option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of March18, 2018, subject to Ms.Li’s continued employment with the Company on each such vesting date and subject to the other terms and conditions of the 2013 Plan. Ms.Li’s compensation did not otherwise change. Ms.Li has not been involved in any transactions that would require disclosure under Item404(a) of Regulation S-K.

Ms.Li has served as our Vice President, Finance, Controller and Administration since March2014, and previously served as our Vice President, Controller from December2012, our Senior Director, Controller from January2010, and our Director, Controller from April2007. Ms.Li received a Master of Business Administration with a concentration in Finance from San Francisco State University.


About ONCOMED PHARMACEUTICALS, INC. (NASDAQ:OMED)

OncoMed Pharmaceuticals, Inc. (OncoMed) is a clinical development-stage biopharmaceutical company. The Company focuses on discovering and developing anti-cancer stem cell (CSC) and immuno-oncology therapeutics. The Company’s product candidates and preclinical programs include Demcizumab (Anti-DLL4, OMP-21M18), Tarextumab (Anti-Notch2/3, OMP-59R5), Vantictumab (anti-Fzd7, OMP-18R5), Ipafricept (Fzd8-Fc, OMP-54F28), Brontictuzumab (Anti-Notch1, OMP-52M51), Anti-DLL4/VEGF Bispecific (OMP-305B83), Anti-RSPO3 (OMP-131R10) and GITRL-Fc. The Company’s Demcizumab is a humanized monoclonal antibody that inhibits Delta-like Ligand 4 (DLL4), in the Notch signaling pathway. Tarextumab is an antibody that binds to both the Notch2 and Notch3 receptors. Ipafricept is the Company’s Wnt pathway modulator. GITRL-Fc is a preclinical product candidate targeting glucocorticoid-induced tumor necrosis factor receptor related protein.

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