Amended Statement of Beneficial Ownership (3/a)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Collins Helen Louise

2. Date of Event Requiring Statement (MM/DD/YYYY) 3/20/2017

3. Issuer Name and Ticker or Trading Symbol

FIVE PRIME THERAPEUTICS INC [FPRX]

(Last) (First) (Middle)

111 OYSTER POINT BOULEVARD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
SVP and Chief Medical Officer /

(Street)

SOUTH SAN FRANCISCO, CA 94080

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

3/22/2017

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy) ⁽¹⁾	⁽²⁾	6/26/2026	Common Stock	60000	$37.89	D

Explanation of Responses:
(1)	This transaction was previously reported in the reporting person's original Form 3 filed with the Securities and Exchange Commission (the "SEC") on March 22, 2017, as amended by the reporting person's Form 3/A filed with the SEC on February 28, 2018 (the "Original Form 3"). This transaction is not new or revised, but is being reported again such that the system does not, by default, indicate that "no securities are beneficially owned" by the reporting person.
(2)	One fourth (1/4) of the shares underlying this option vested on June 20, 2017, and the remainder of the shares underlying this option vest at a rate of one forth-eighth (1/48) per month thereafter, provided the reporting person provides services to Five Prime Therapeutics, Inc. through each such date.

Remarks:
This amendment is being filed to attach the reporting person's Power of Attorney, which was inadvertently omitted from the Original Form 3. No other changes are being made to the Original Form 3.

Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Collins Helen Louise 111 OYSTER POINT BOULEVARD SOUTH SAN FRANCISCO, CA 94080			SVP and Chief Medical Officer

Signatures
/s/ Francis Sarena, Attorney-in-Fact		5/2/2019
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.