FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 * BVF PARTNERS L P/IL 2. Issuer Name and Ticker or Trading Symbol FIVE PRIME THERAPEUTICS, INC. [ FPRX ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
See Explanaton of Responses
(Last)         (First)         (Middle)
44 MONTGOMERY ST., 40TH FL
3. Date of Earliest Transaction (MM/DD/YYYY)
11/11/2020
(Street)
SAN FRANCISCO, CA 94104
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value (1) 11/11/2020    S(5)    3941214  D $20.1867  670695  D (2)  
Common Stock, $0.001 par value (1) 11/11/2020    S(5)    2949477  D $20.1867  485513  D (3)  
Common Stock, $0.001 par value (1) 11/11/2020    S(5)    502649  D $20.1867  81263  D (4)  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Following the transactions reported herein, for the purposes of Section 16, the Reporting Persons ceased to beneficially own 10% or more of the outstanding shares of Common Stock of the Issuer. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
(2)  Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
(3)  Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
(4)  Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
(5)  The Reporting Persons notified the Issuer that they intend to reimburse the Issuer for the short swing profits with respect to the trades reported herein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BVF PARTNERS L P/IL
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO, CA 94104



See Explanaton of Responses
BIOTECHNOLOGY VALUE FUND L P
44 MONTGOMERY STREET
40TH FL
SAN FRANCISCO, CA 94104



See Explanation of Responses
BVF I GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA 94104



See Explanation of Responses
BIOTECHNOLOGY VALUE FUND II LP
44 MONTGOMERY STREET
40TH FL
SAN FRANCISCO, CA 94104



See Explanation of Responses
BVF II GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA 94104



See Explanation of Responses
Biotechnology Value Trading Fund OS LP
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104



See Explanation of Responses
BVF Partners OS Ltd.
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104



See Explanation of Responses
BVF GP HOLDINGS LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA 94104



See Explanation of Responses
BVF INC/IL
44 MONTGOMERY STREET
40TH FL
SAN FRANCISCO, CA 94104



See Explanation of Responses
LAMPERT MARK N
44 MONTGOMERY STREET
40TH FL
SAN FRANCISCO, CA 94104



See Explanation of Responses

Signatures
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 11/13/2020
**Signature of Reporting Person Date
Biotechnology Value Fund, L.P., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 11/13/2020
**Signature of Reporting Person Date
BVF I GP LLC, By: BVF GP HOLDINGS LLC, its sole member, By: /s/ Mark N. Lampert, Chief Executive Officer 11/13/2020
**Signature of Reporting Person Date
Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 11/13/2020
**Signature of Reporting Person Date
BVF II GP LLC, By: BVF GP HOLDINGS LLC, its sole member, By: /s/ Mark N. Lampert, Chief Executive Officer 11/13/2020
**Signature of Reporting Person Date
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 11/13/2020
**Signature of Reporting Person Date
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 11/13/2020
**Signature of Reporting Person Date
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 11/13/2020
**Signature of Reporting Person Date
BVF Inc., By: /s/ Mark N. Lampert, President 11/13/2020
**Signature of Reporting Person Date
/s/ Mark N. Lampert 11/13/2020
**Signature of Reporting Person Date
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