Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] 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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3235-0287

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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 * Smith David V	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 __X__ Officer (give title below)    _____ Other (specify below) Executive Vice President & CFO
(Last)          (First)          (Middle) 111 OYSTER POINT BOULEVARD	3. Date of Earliest Transaction (MM/DD/YYYY) 2/24/2020
(Street) SOUTH SAN FRANCISCO, CA 94080 (City)        (State)        (Zip)	4. 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 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	2/24/2020		A		15000 (1)	A	$0.00	48389	D
Common Stock	2/24/2020		A		15000 (2)	A	$0.00	63389	D

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
Employee Stock Option (right to buy)	$5.25	2/24/2020		A		90000		(3)	2/23/2030	Common Stock	90000	$0.00	90000	D
Employee Stock Option (right to buy)	$5.25	2/24/2020		A		90000		(4)	2/23/2030	Common Stock	90000	$0.00	90000	D

Explanation of Responses:
(1)	Represents a retention equity incentive award consisting of shares of restricted stock, which will vest according to the following schedule: one-third (1/3) of the restricted stock will vest on each of February 24, 2021, 2022 and 2023, provided the reporting person provides services to Five Prime Therapeutics, Inc. (the "Company") through each such date.
(2)	Represents shares of restricted stock, which will vest according to the following schedule: one-third (1/3) of the restricted stock will vest on each of February 24, 2021, 2022 and 2023, provided the reporting person provides services to the Company through each such date.
(3)	Represents a retention equity incentive award consisting of options to purchase shares of the Company's common stock. One-fourth (1/4) of the shares underlying this option will vest on February 24, 2021, and the remainder of the shares underlying this option vest at a rate of one forty-eighth (1/48) per month thereafter, provided the reporting person provides services to the Company through each such date.
(4)	The shares underlying the option vest at a rate of one forty-eighth (1/48) per month following February 24, 2020, provided the reporting person provides services to the Company through each such date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Smith David V 111 OYSTER POINT BOULEVARD SOUTH SAN FRANCISCO, CA 94080			Executive Vice President & CFO

Signatures
/s/ Francis Sarena, Attorney-in-fact		3/11/2020
**Signature of Reporting Person		Date