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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

GILEAD SCIENCES INC

(Last)

(First)

(Middle)

333 LAKESIDE DRIVE

(Street)

FOSTER CITY

94404

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/08/2020

3. Issuer Name and Ticker or Trading Symbol
Arcus Biosciences, Inc. [ RCUS ]

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)

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	8,163,029⁽¹⁾	D

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)
Option to Purchase Common Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	⁽²⁾⁽³⁾	⁽⁴⁾	D

Explanation of Responses:

1. Includes (i) 2,200,000 shares of common stock of Arcus Biosciences, Inc. (the "Issuer") purchased in the Issuer's most recent public offering that closed on June 2, 2020 and (ii) the initial purchase of 5,963,029 shares of common stock of the Issuer pursuant to a Common Stock Purchase Agreement, dated May 27, 2020, between Gilead Sciences, Inc. and the Issuer (the "Purchase Agreement").

2. Includes the number of shares of common stock that would result in Gilead Sciences, Inc. holding 35% of the Issuer's then-outstanding common stock pursuant to a five-year option to purchase additional shares of common stock contained in the Purchase Agreement (the "Option Shares").

3. Based upon 56,982,788 shares of common stock of the Issuer issued and outstanding upon the closing of the Issuer's most recent public offering (assuming the underwriters have not exercised their option to purchase additional shares), as reported in the Issuer's prospectus dated May 28, 2020 filed with the Securities and Exchange Commission on May 29, 2020 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, (adjusted to account for the initial purchase of 5,963,029 shares of common stock pursuant to the Purchase Agreement and assuming the immediate exercise in full by Gilead Sciences, Inc. of its option to purchase the Option Shares) the number of Option Shares is currently equal to 21,335,395.

4. The purchase price for the Option Shares will be equal to the greater of a 20% premium to market (based on a trailing five-day average closing price) at the time Gilead Sciences, Inc. exercises such option and $33.54 per share.

	Gilead Sciences, Inc. By: /s/ Andrew D. Dickinson	07/17/2020
	** 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 Number.