FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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 *

Li Yvonne

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/16/2018 

3. Issuer Name and Ticker or Trading Symbol

OncoMed Pharmaceuticals Inc [OMED]

(Last)        (First)        (Middle)

C/O ONCOMED PHARMACEUTICALS, INC., 800 CHESAPEAKE DRIVE

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
See Remarks /

(Street)

REDWOOD CITY, CA 94063       

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

 

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)
Common Stock   64952   (1) D    

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)     (2) 12/4/2018   Common Stock   1017   $3.42   D    
Stock Option (Right to Buy)     (2) 3/14/2023   Common Stock   15571   $8.55   D    
Stock Option (Right to Buy)     (2) 7/16/2023   Common Stock   5000   $17   D    
Stock Option (Right to Buy)     (3) 12/17/2024   Common Stock   35000   $21.18   D    
Stock Option (Right to Buy)     (4) 12/26/2025   Common Stock   30000   $21.43   D    
Stock Option (Right to Buy)     (5) 1/2/2027   Common Stock   45000   $7.66   D    
Stock Option (Right to Buy)     (6) 4/22/2027   Common Stock   50000   $3.73   D    
Stock Option (Right to Buy)     (7) 10/6/2027   Common Stock   26666   $4.36   D    
Stock Option (Right to Buy)     (8) 1/3/2028   Common Stock   55000   $3.98   D    

Explanation of Responses:
(1)  Includes 45,834 Restricted Stock Units ("RSUs"). The Reporting Person is entitled to receive one (1) share of common stock for each one (1) RSU upon the vesting thereof.
(2)  The option is fully vested and exercisable.
(3)  The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of December 18, 2014, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(4)  The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of December 27, 2015, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(5)  The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of January 3, 2017, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(6)  The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of April 23, 2017, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(7)  The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of October 7, 2017, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
(8)  The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of January 4, 2018, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.

Remarks:
Vice President, Finance, Controller and Administration

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Li Yvonne
C/O ONCOMED PHARMACEUTICALS, INC.
800 CHESAPEAKE DRIVE
REDWOOD CITY, CA 94063


See Remarks

Signatures
/s/ Alicia J. Hager, Attorney-in-Fact for Yvonne Li 3/20/2018
** 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.
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