SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DAG Ventures Management V, LLC

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2018

3. Issuer Name and Ticker or Trading Symbol
ARMO BioSciences, Inc. [ ARMO ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 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 Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,059,148	⁽¹⁾	I	By DAG Ventures V-QP, L.P.⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,580	⁽¹⁾	I	By DAG Ventures V, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	728,080	⁽¹⁾	I	By DAG Ventures V-QP, L.P.⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,772	⁽¹⁾	I	By DAG Ventures V, L.P.⁽²⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	200,786	⁽¹⁾	I	By DAG Ventures V-QP, L.P.⁽²⁾
Series B-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	489	⁽¹⁾	I	By DAG Ventures V, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	226,543	⁽¹⁾	I	By DAG Ventures V-QP, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	551	⁽¹⁾	I	By DAG Ventures V, L.P.⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	183,351	⁽¹⁾	I	By DAG Ventures V-QP, L.P.⁽²⁾
Series C-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	446	⁽¹⁾	I	By DAG Ventures V, L.P.⁽²⁾

1. Name and Address of Reporting Person^*

DAG Ventures Management V, LLC

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DAG Ventures V-QP, L.P.

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

DAG Ventures V, L.P.

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Cadeddu John J.

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Goodrich R. Thomas

(Last)

(First)

(Middle)

251 LYTTON AVENUE, SUITE 200

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Preferred Stock will convert into shares of Common Stock on a one-for-one basis, immediately prior to the closing of the Issuer's initial public offering. The Preferred Stock does not have an expiration date.

2. DAG Ventures Management V, LLC ("DAG Management V") serves as the sole General Partner of DAG Ventures V-QP, L.P. ("DAG V-QP") and DAG Ventures V, L.P. ("DAG V"). As such, DAG Management V possesses sole voting and investment control over the securities owned by DAG V-QP and DAG V, and may be deemed to have indirect beneficial ownership of the securities held by DAG V-QP and DAG V. DAG Management V, however, owns no securities of the Issuer directly. Messrs. Cadeddu and Goodrich are Managing Directors of DAG Management V and share voting and dispositive power over the shares held by DAG V-QP and DAG V. Each Reporting Person disclaims beneficial ownership of the shares held by DAG V-QP and DAG V except to the extent of his or its proportionate pecuniary interest therein.

Remarks:

	/s/ John J. Cadeddu, Managing Director	01/25/2018
	/s/ John J. Cadeddu, Managing Director of DAG Ventures Management V, LLC, which serves as the General Partner of DAG Ventures V-QP, L.P.	01/25/2018
	/s/ John J. Cadeddu, Managing Director of DAG Ventures Management V, LLC, which serves as the General Partner of DAG Ventures V, L.P.	01/25/2018
	/s/ John J. Cadeddu	01/25/2018
	/s/ R. Thomas Goodrich	01/25/2018
	** 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).
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