UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Five Prime Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 26-0038620 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
|
Two Corporate Drive South San Francisco, California |
94080 | |
| (Address of principal executive offices) | (Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title of each class to be so registered |
Name of each exchange on which each class is to be registered |
|
| Common Stock, $0.001 par value per share | The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨
Securities Act registration statement file number to which this form relates: 333-190194
Securities to be registered pursuant to Section 12(g) of the Act: None .
Item 1. Description of Registrant’s Securities to be Registered.
The description of the common stock, par value $0.001 per share (the “Common Stock”), of Five Prime Therapeutics, Inc. (the “Company”), to be registered hereunder is contained in the section entitled “Description of Capital Stock” in the prospectus forming a part of the Company’s Registration Statement on Form S-1 (Registration No. 333-190194), initially filed with the Securities and Exchange Commission (the “Commission”) on July 26, 2013, as subsequently amended from time to time (the “Registration Statement”), and is incorporated herein by reference. The prospectus to be filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which will constitute part of the Registration Statement, shall be deemed to be incorporated herein by reference.
Item 2. Exhibits.
Pursuant to the instructions as to exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Company are registered on the NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: September 16, 2013 | Five Prime Therapeutics, Inc. | |||||
| By: | /s/ Francis W. Sarena | |||||
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Francis W. Sarena Senior Vice President, General Counsel & Secretary |
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