Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
1.
|
Names of Reporting Persons
Rho Ventures V, L.P.
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a) ☐
|
|
|
(b) ☑ (1)
|
|
3.
|
SEC USE ONLY
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0 shares
|
6.
|
Shared Voting Power
3,766,666 shares of Common Stock (2)
|
7.
|
Sole Dispositive Power
0 shares
|
8.
|
Shared Dispositive Power
3,766,666 shares of Common Stock (2)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,766,666 shares of Common Stock (2)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
☐
|
11.
|
Percent of Class Represented by Amount in Row 9
5.5% (3)
|
12.
|
Type of Reporting Person (see instructions)
PN
|
|
|
|
|
|
|
(1)
|
This Amendment No. 1 to the statement on Schedule 13G is filed by Rho Ventures V, L.P. (“RV
V”), Rho Ventures V Affiliates, L.L.C. (“RV V Affiliates”), Rho Capital Partners LLC (“RCP”), RMV
V, L.L.C. (“RMV V”), Joshua Ruch (“Ruch”), Habib Kairouz (“Kairouz”) and Mark Leschly (“Leschly,”
together with RV V, RV V Affiliates, RCP, RMV V, Ruch and Kairouz, collectively, the “Reporting Persons”). The Reporting
Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
|
(2)
|
Includes (i) 3,462,648 shares held by RV V and (ii) 304,018 shares held by RV V Affiliates. RMV
V is the general partner of RV V and the managing member of RV V Affiliates and RCP is the managing member of RMV V. As such, RMV
V and RCP possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed
to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. RMV V and RCP hold no shares of the Issuer
directly. Ruch, Kairouz and Leschly are managing members of RCP and as such possess power to direct the voting and disposition
of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV
V and RV V Affiliates.
|
|
(3)
|
The percentages set forth on the cover sheets are calculated based on 69,019,269 shares of Common
Stock reported to be outstanding as of November 9, 2020 as set forth in the Issuer’s Form 10-Q for the period ended September
30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on November 12, 2020.
|
1.
|
Names of Reporting Persons
Rho Ventures V Affiliates, L.L.C.
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a) ☐
|
|
|
(b) ☑ (1)
|
|
3.
|
SEC USE ONLY
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0 shares
|
6.
|
Shared Voting Power
3,766,666 shares of Common Stock (2)
|
7.
|
Sole Dispositive Power
0 shares
|
8.
|
Shared Dispositive Power
3,766,666 shares of Common Stock (2)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,766,666 shares of Common Stock (2)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
☐
|
11.
|
Percent of Class Represented by Amount in Row 9
5.5% (3)
|
12.
|
Type of Reporting Person (see instructions)
OO
|
|
|
|
|
|
|
(1)
|
This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting
Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
|
(2)
|
Includes (i) 3,462,648 shares held by RV V and (ii) 304,018 shares held by RV V Affiliates. RMV
V is the general partner of RV V and the managing member of RV V Affiliates and RCP is the managing member of RMV V. As such, RMV
V and RCP possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed
to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. RMV V and RCP hold no shares of the Issuer
directly. Ruch, Kairouz and Leschly are managing members of RCP and as such possess power to direct the voting and disposition
of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV
V and RV V Affiliates.
|
|
(3)
|
The percentages set forth on the cover sheets are calculated based on 69,019,269 shares of Common
Stock reported to be outstanding as of November 9, 2020 as set forth in the Issuer’s Form 10-Q for the period ended September
30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on November 12, 2020.
|
1.
|
Names of Reporting Persons
Rho Capital Partners LLC
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a) ☐
|
|
|
(b) ☑ (1)
|
|
3.
|
SEC USE ONLY
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0 shares
|
6.
|
Shared Voting Power
3,766,666 shares of Common Stock (2)
|
7.
|
Sole Dispositive Power
0 shares
|
8.
|
Shared Dispositive Power
3,766,666 shares of Common Stock (2)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,766,666 shares of Common Stock (2)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
☐
|
11.
|
Percent of Class Represented by Amount in Row 9
5.5% (3)
|
12.
|
Type of Reporting Person (see instructions)
OO
|
|
|
|
|
|
|
(1)
|
This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting
Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
|
(2)
|
Includes (i) 3,462,648 shares held by RV V and (ii) 304,018 shares held by RV V Affiliates. RMV
V is the general partner of RV V and the managing member of RV V Affiliates and RCP is the managing member of RMV V. As such, RMV
V and RCP possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed
to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. RMV V and RCP hold no shares of the Issuer
directly. Ruch, Kairouz and Leschly are managing members of RCP and as such possess power to direct the voting and disposition
of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV
V and RV V Affiliates.
|
|
(3)
|
The percentages set forth on the cover sheets are calculated based on 69,019,269 shares of Common
Stock reported to be outstanding as of November 9, 2020 as set forth in the Issuer’s Form 10-Q for the period ended September
30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on November 12, 2020.
|
1.
|
Names of Reporting Persons
RMV V, L.L.C.
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a) ☐
|
|
|
(b) ☑ (1)
|
|
3.
|
SEC USE ONLY
|
4.
|
Citizenship or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
0 shares
|
6.
|
Shared Voting Power
3,766,666 shares of Common Stock (2)
|
7.
|
Sole Dispositive Power
0 shares
|
8.
|
Shared Dispositive Power
3,766,666 shares of Common Stock (2)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,766,666 shares of Common Stock (2)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
☐
|
11.
|
Percent of Class Represented by Amount in Row 9
5.5% (3)
|
12.
|
Type of Reporting Person (see instructions)
OO
|
|
|
|
|
|
|
(1)
|
This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting
Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
|
(2)
|
Includes (i) 3,462,648 shares held by RV V and (ii) 304,018 shares held by RV V Affiliates. RMV
V is the general partner of RV V and the managing member of RV V Affiliates and RCP is the managing member of RMV V. As such, RMV
V and RCP possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed
to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. RMV V and RCP hold no shares of the Issuer
directly. Ruch, Kairouz and Leschly are managing members of RCP and as such possess power to direct the voting and disposition
of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV
V and RV V Affiliates.
|
|
(3)
|
The percentages set forth on the cover sheets are calculated based on 69,019,269 shares of Common
Stock reported to be outstanding as of November 9, 2020 as set forth in the Issuer’s Form 10-Q for the period ended September
30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on November 12, 2020.
|
1.
|
Names of Reporting Persons
Joshua Ruch
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a) ☐
|
|
|
(b) ☑ (1)
|
|
3.
|
SEC USE ONLY
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
6.
|
Shared Voting Power
3,766,666 shares of Common Stock (2)
|
7.
|
Sole Dispositive Power
|
8.
|
Shared Dispositive Power
3,766,666 shares of Common Stock (2)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,766,666 shares of Common Stock (2)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
☐
|
11.
|
Percent of Class Represented by Amount in Row 9
5.5% (3)
|
12.
|
Type of Reporting Person (see instructions)
IN
|
|
|
|
|
|
|
(1)
|
This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting
Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
|
(2)
|
Includes (i) 3,462,648 shares held by RV V and (ii) 304,018 shares held by RV V Affiliates. RMV
V is the general partner of RV V and the managing member of RV V Affiliates and RCP is the managing member of RMV V. As such, RMV
V and RCP possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed
to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. RMV V and RCP hold no shares of the Issuer
directly. Ruch, Kairouz and Leschly are managing members of RCP and as such possess power to direct the voting and disposition
of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV
V and RV V Affiliates.
|
|
(3)
|
The percentages set forth on the cover sheets are calculated based on 69,019,269 shares of Common
Stock reported to be outstanding as of November 9, 2020 as set forth in the Issuer’s Form 10-Q for the period ended September
30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on November 12, 2020.
|
1.
|
Names of Reporting Persons
Mark Leschly
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a) ☐
|
|
|
(b) ☑ (1)
|
|
3.
|
SEC USE ONLY
|
4.
|
Citizenship or Place of Organization
Kingdom of Denmark
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
24,000 (2)
|
6.
|
Shared Voting Power
3,766,666 shares of Common Stock (3)
|
7.
|
Sole Dispositive Power
24,000 (2)
|
8.
|
Shared Dispositive Power
3,766,666 shares of Common Stock (3)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,790,666 shares of Common Stock (2)(3)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
☐
|
11.
|
Percent of Class Represented by Amount in Row 9
5.5% (4)
|
12.
|
Type of Reporting Person (see instructions)
IN
|
|
|
|
|
|
|
(1)
|
This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting
Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
|
(2)
|
Includes options to purchase 24,000 shares of Common Stock which are presently exercisable or exercisable
within sixty days of February 12, 2021.
|
|
(3)
|
Includes (i) 3,462,648 shares held by RV V and (ii) 304,018 shares held by RV V Affiliates. RMV
V is the general partner of RV V and the managing member of RV V Affiliates and RCP is the managing member of RMV V. As such, RMV
V and RCP possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed
to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. RMV V and RCP hold no shares of the Issuer
directly. Ruch, Kairouz and Leschly are managing members of RCP and as such possess power to direct the voting and disposition
of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV
V and RV V Affiliates.
|
|
(4)
|
The percentages set forth on the cover sheets are calculated based on 69,019,269 shares of Common
Stock reported to be outstanding as of November 9, 2020 as set forth in the Issuer’s Form 10-Q for the period ended September
30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on November 12, 2020.
|
1.
|
Names of Reporting Persons
Habib Kairouz
|
2.
|
Check the Appropriate Box if a Member of a Group (see instructions)
|
|
|
(a) ☐
|
|
|
(b) ☑ (1)
|
|
3.
|
SEC USE ONLY
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
|
5.
|
Sole Voting Power
|
6.
|
Shared Voting Power
3,766,666 shares of Common Stock (2)
|
7.
|
Sole Dispositive Power
|
8.
|
Shared Dispositive Power
3,766,666 shares of Common Stock (2)
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,766,666 shares of Common Stock (2)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
|
☐
|
11.
|
Percent of Class Represented by Amount in Row 9
5.5% (3)
|
12.
|
Type of Reporting Person (see instructions)
IN
|
|
|
|
|
|
|
(1)
|
This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons. The Reporting
Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
|
|
(2)
|
Includes (i) 3,462,648 shares held by RV V and (ii) 304,018 shares held by RV V Affiliates. RMV
V is the general partner of RV V and the managing member of RV V Affiliates and RCP is the managing member of RMV V. As such, RMV
V and RCP possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed
to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. RMV V and RCP hold no shares of the Issuer
directly. Ruch, Kairouz and Leschly are managing members of RCP and as such possess power to direct the voting and disposition
of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV
V and RV V Affiliates.
|
|
(3)
|
The percentages set forth on the cover sheets are calculated based on 69,019,269 shares of Common
Stock reported to be outstanding as of November 9, 2020 as set forth in the Issuer’s Form 10-Q for the period ended September
30, 2020 as filed with the Securities and Exchange Commission (“SEC”) on November 12, 2020.
|
Introductory
Note: This Amendment No. 1 to the statement on Schedule 13G is filed by the Reporting Persons in respect of shares of Common Stock,
par value $0.001 per share (“Common Stock”), of NGM Biopharmaceuticals, Inc. (the “Issuer”).
|
Item 1(a).
|
Name of Issuer:
|
NGM Biopharmaceuticals, Inc.
|
Item 1(b).
|
Address of Issuer’s Principal Executive Officers:
|
NGM Biopharmaceuticals, Inc., 333 Oyster Point Boulevard,
South San Francisco, CA 94080
|
Item 2(a).
|
Name of Person(s) Filing:
|
Rho Ventures V, L.P. (“RV V”)
Rho Ventures V Affiliates, L.L.C. (“RV V Affiliates”)
Rho Capital Partners LLC (“RCP”)
RMV V, L.L.C. (“RMV V”)
Joshua Ruch (“Ruch”)
Mark Leschly (“Leschly”)
Habib Kairouz (“Kairouz”)
|
Item 2(b).
|
Address of Principal Business Office:
|
For RV V, RV V Affiliates, RCP, RMV V, Ruch,
Leschly and Kairouz:
c/o Rho Ventures, 152 W 57th Street,
23rd Floor, New York, New York 10019
RV V
|
Delaware
|
RV V Affiliates
|
Delaware
|
RCP
|
Delaware
|
RMV V
|
Delaware
|
Leschly
|
Kingdom of Denmark
|
Kairouz
Ruch
|
United States of America
United States of America
|
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, par value $0.001 per share.
62921N 105
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
Not applicable.
|
Item 4(a).
|
Amount Beneficially Owned:
|
|
Item 4(b).
|
Percent of Class:
|
|
Item 4(c).
|
Number of shares as to which such persons have:
|
The following information with
respect to the ownership of the Common Stock by the Reporting Persons filing this Amendment No. 1 to the statement on Schedule
13G is provided as of December 31, 2020:
Reporting Persons
|
Shares Held
Directly (1)
|
Sole Voting
Power (1)
|
Shared Voting
Power (1)
|
Sole Dispositive
Power (1)
|
Shared Dispositive
Power (1)
|
Beneficial
Ownership (1)
|
Percentage of
Class (1, 5)
|
RV V (2)
|
3,462,648
|
0
|
3,766,666
|
0
|
3,766,666
|
3,766,666
|
5.5%
|
RV Affiliates (2)
|
304,018
|
0
|
3,766,666
|
0
|
3,766,666
|
3,766,666
|
5.5%
|
RMV V (2)
|
0
|
0
|
3,766,666
|
0
|
3,766,666
|
3,766,666
|
5.5%
|
RCP (2)
|
0
|
0
|
3,766,666
|
0
|
3,766,666
|
3,766,666
|
5.5%
|
Ruch (2)
|
0
|
0
|
3,766,666
|
0
|
3,766,666
|
3,766,666
|
5.5%
|
Leschly (2)(3)
|
24,000
|
24,000
|
3,766,666
|
24,000
|
3,766,666
|
3,790,666
|
5.5%
|
Kairouz (2)
|
0
|
0
|
3,766,666
|
0
|
3,766,666
|
3,766,666
|
5.5%
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents the number of shares of Common Stock currently underlying all securities held by the
Reporting Persons.
|
|
(2)
|
Includes (i) 3,462,648 shares held by RV V and (ii) 304,018 shares held by RV V Affiliates. RMV
V is the general partner of RV V and the managing member of RV V Affiliates and RCP is the managing member of RMV V. As such, RMV
V and RCP possess power to direct the voting and disposition of the shares owned by RV V and RV V Affiliates and may be deemed
to have indirect beneficial ownership of the shares held by RV V and RV V Affiliates. RMV V and RCP hold no shares of the Issuer
directly. Ruch, Kairouz and Leschly are managing members of RCP and as such possess power to direct the voting and disposition
of the shares owned by RV V and RV V Affiliates and may be deemed to have indirect beneficial ownership of the shares held by RV
V and RV V Affiliates.
|
|
(3)
|
Includes options held directly by Mark Leschly to purchase 24,000 shares of Common Stock which
are presently exercisable or exercisable within sixty days of February 12, 2021.
|
|
(3)
|
The percentages set forth above are calculated based on 69,019,269 shares of Common Stock reported
to be outstanding as of November 9, 2020 as set forth in the Issuer’s Form 10-Q for the period ended September 30, 2020 as
filed with the Securities and Exchange Commission (“SEC”) on November 12, 2020.
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
If this statement is being filed to report
the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of
the class of securities, check the following: ¨
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another Person:
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding
Company:
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group:
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group:
|
Not applicable.
Not applicable.
CUSIP No. 62921N 105
|
13G
|
Exhibit 1
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2021
Rho Ventures
V, L.p.
By: RMV V, l.l.c.
Its: General
Partner
/s/ Peter Kalkanis
Peter Kalkanis, Authorized Signer
Rho Ventures
V Affiliates, l.l.c.
By: RMV V, l.l.c.
Its: managing
member
/s/ Peter Kalkanis
Peter Kalkanis, Authorized Signer
Rho Capital Partners
llc
/s/ Peter Kalkanis
Peter Kalkanis, Authorized Signer
rmv v, l.l.c.
/s/ Peter Kalkanis
Peter Kalkanis, Authorized Signer
JOSHUA RUCH
/s/ Peter Kalkanis
Peter Kalkanis, Authorized Signer
HABIB KAIROUZ
/s/ Peter Kalkanis
Peter Kalkanis, Authorized Signer
MARK LESCHLY
/s/ Peter Kalkanis
Peter Kalkanis, Authorized Signer
Exhibit(s):
Exhibit 1: Joint Filing Statement
Exhibit 2: Power of Attorney
CUSIP No. 62921N 105
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13G
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Exhibit 1
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AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G
need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of NGM Biopharmaceuticals,
Inc.
Dated: February 12, 2021
Rho Ventures
V, L.p.
By: RMV V, l.l.c.
Its: General
Partner
/s/ Peter Kalkanis
Peter Kalkanis, Authorized Signer
Rho Ventures
V Affiliates, l.l.c.
By: RMV V, l.l.c.
Its: managing
member
/s/ Peter Kalkanis
Peter Kalkanis, Authorized Signer
Rho Capital Partners
llc
/s/ Peter Kalkanis
Peter Kalkanis, Authorized Signer
rmv v, l.l.c.
/s/ Peter Kalkanis
Peter Kalkanis, Authorized Signer
JOSHUA RUCH
/s/ Peter Kalkanis
Peter Kalkanis, Authorized Signer
HABIB KAIROUZ
/s/ Peter Kalkanis
Peter Kalkanis, Authorized Signer
MARK LESCHLY
/s/ Peter Kalkanis
Peter Kalkanis, Authorized Signer
CUSIP No. 62921N 105
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13G
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Exhibit 2
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POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Peter Kalkanis, with
full power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto,
and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings
with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of NGM Biopharmaceuticals, Inc. (the "Company") and/or 5% or 10% holder of the
Company's capital stock, Forms 3, 4, and 5 as well as any Section 13D or 13G filings and any amendments thereto in accordance with
Sections 13 and 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, 13D or 13G, complete and execute any amendment
or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities
to comply with Sections 13 or 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4, and 5, 13D or 13G with respect to the undersigned's holdings of and transactions
in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
CUSIP No. 62921N 105
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13G
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Exhibit 2
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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 12th day of February, 2021.
RHO VENTURES V, L.P.
By: RMV V, L.L.C., its General Partner
By: Rho Capital Partners LLC, its Managing Member
By: /s/ Habib Kairouz
Habib Kairouz
Managing Member
RMV V, L.L.C.
By: Rho Capital Partners LLC, its Managing Member
By: /s/Habib Kairouz
Habib Kairouz
Managing Member
RHO CAPITAL PARTNERS LLC
By: /s/Habib Kairouz
Habib Kairouz
Managing Member
RHO VENTURES V AFFILIATES, L.L.C.
By: RMV V, L.L.C., its Managing Member
By: Rho Capital Partners LLC, its Managing Member
By: /s/Habib Kairouz
Habib Kairouz
Managing Member
/s/Habib Kairouz
Habib Kairouz
/s/ Joshua Ruch
Joshua Ruch
/s/ Mark Leschly
Mark Leschly