Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Collins Helen Louise
 2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2017		 3. Issuer Name and Ticker or Trading Symbol
FIVE PRIME THERAPEUTICS INC [FPRX]
(Last)
(First)
(Middle)
C/O TWO CORPORATE DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP and Chief Medical Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SOUTH SAN FRANCISCO, CA 94080		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 20,156.25 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Employee Stock Option (right to buy)   (2) 06/23/2026 Common Stock 60,000 $ 37.89 D  
Employee Stock Option (right to buy)   (3) 02/07/2027 Common Stock 9,000 $ 45.38 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Collins Helen Louise
C/O TWO CORPORATE DRIVE
SOUTH SAN FRANCISCO, CA 94080		       SVP and Chief Medical Officer  

Signatures

/s/ Francis Sarena, Attorney-in-Fact 03/22/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents (i) 3,000 shares of restricted stock, which will vest according to the following schedule: one-third (1/3) of the restricted stock will vest on each of September 1, 2017, 2018, and 2019, (ii) 5,625 shares of restricted stock, which will vest according to the following schedule: one-third (1/3) of the restricted stock will vest on each of February 5, 2018, 2019, and 2020 and (iii) 11,531.25 shares of restricted stock, which will vest according to the following schedule: one-third (1/3) of the restricted stock will vest on February 5, 2019 and two-thirds (2/3) of the restricted stock will vest on February 5, 2020, in each case, provided the reporting person provides services to Five Prime Therapeutics, Inc. (the "Company") through each such date.
(2) One fourth (1/4th) of the shares underlying the option will vest on June 23, 2017, and the remainder of the shares underlying the option vest at a rate of one forth-eighth (1/48th) per month thereafter, provided the reporting person provides services to the Company through each such date.
(3) The shares underlying the option vest at a rate of one forty-eighth (1/48th) per month following February 7, 2017, provided the reporting person provides services to the Company through each such date.

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