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*
Lyons-Williams Lori

(Last) (First) (Middle)
111 OYSTER POINT BOULEVARD

(Street)
SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2019
3. Issuer Name and Ticker or Trading Symbol
FIVE PRIME THERAPEUTICS INC [ FPRX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
No securities are beneficially owned.
/s/ Francis Sarena, Attorney-in-fact 06/25/2019
** 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.
                                                               Exhibit 24  
                             Power of Attorney

     The undersigned, hereby constitutes and appoints Francis Sarena and David
Smith, for so long as each such person is an officer of Five Prime Therapeutics,
Inc., a Delaware corporation ("FivePrime"), Julie Shah, for so long as she is an
employee of FivePrime, and Laura Berezin, for so long as she is a partner of a
law firm representing FivePrime, the undersigned's true and lawful
attorney-in-fact, with full power of substitution and resubstitution, each with
the power to act alone for the undersigned and in the undersigned's name, place
and stead, to:

     1.	Complete and execute Forms 3, 4 and 5 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and other forms and all amendments
thereto on the undersigned's behalf as such attorney-in-fact shall in his or her
discretion determine to be required or advisable pursuant to Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder, or any
successor laws and regulations, as a consequence of the undersigned's beneficial
ownership of securities of FivePrime or changes in such beneficial ownership;
and

     2.	Do all acts necessary in order to file such forms and amendments with
the Securities and Exchange Commission,
 any securities exchange or national
association, FivePrime and such other persons or agencies as the
attorney-in-fact shall deem appropriate. 

     The undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents shall do or cause to be done by virtue hereof. The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming, nor is
FivePrime assuming, any of the undersigned's responsibilities to comply with or
liability under Section 16 of the Exchange Act or any rules and regulations
promulgated thereunder or any successor laws and regulations.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's beneficial ownership of securities of FivePrime or changes in such
beneficial ownership, unless earlier revoked by the undersigned in a signed
writing delivered to FivePrime and to the foregoing attorneys-in-fact.

     The undersigned has executed this Power of Attorney as of June 23, 2019.


            /s/ Lori Lyons-Williams
            Lori Lyons-Williams