Item 5.02 Departure of Directors or Principal Officers; Election of Directors;

Appointment of Principal Officers

On March 9, 2022, Mark Leschly notified the Board of Directors (the "Board") of NGM Biopharmaceuticals, Inc. (the "Company") of his resignation from the Board and all committees thereof, effective immediately following the Company's 2022 annual meeting of stockholders. Mr. Leschly's decision to leave the Board was not a result of any disagreement between the Company and Mr. Leschly on any matter relating to the Company's operations, policies or practices.

Item 5.04 Temporary Suspension of Trading under Registrant's Employee Benefit

Plans

On March 10, 2022, the Company received notice from Fidelity Investments Institutional Services Company advising of an upcoming blackout period (the "Blackout Period") with respect to the NGM Biopharmaceuticals Matching Plan and the NGM Biopharmaceuticals 401(k) Plan (respectively, the "Matching Plan" and the "401(k) Plan," and collectively, the "Plans"), each of which include funds that are invested in the Company's common stock, due to the merger of the Matching Plan into the 401(k) Plan (the "Plan Merger"). In connection with the Plan Merger, new match accounts have been created under the 401(k) Plan to receive shares of Company common stock in participant accounts under the Matching Plan. During the Blackout Period, participants will temporarily be unable to access their match accounts under the Plans to direct or diversify investments, or obtain a distribution or loan (as applicable). The Blackout Period is expected to begin on April 11, 2022 and is expected to end on May 13, 2022.

On March 10, 2022, the Company provided a notice (the "Blackout Notice"), pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR under the Securities Exchange Act of 1934, as amended, to the members of the Board and executive officers informing them that, during the Blackout Period, they will be prohibited from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring Company common stock acquired in connection with their service as a director or employment as an executive officer of the Company except as otherwise permitted by Regulation BTR.

During the Blackout Period, the Company's stockholders and other interested parties may obtain, without charge, information regarding the Blackout Period, by contacting Valerie Pierce, Senior Vice President, General Counsel and Chief Compliance Officer, by telephone at (650) 392-1768 or by mail at NGM Biopharmaceuticals, Inc., 333 Oyster Point Boulevard, South San Francisco, CA 94080.

A copy of the Blackout Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit No.       Description

99.1                Notice of Blackout Period, dated March 10, 2022, to the
                  Directors and Executive Officers of NGM Biopharmaceuticals, Inc.


104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)



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