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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