Sec Form 3 Filing - GILEAD SCIENCES INC @ Arcus Biosciences, Inc. - 2020-07-08

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person GILEAD SCIENCES INC 2. Issuer Name and Ticker or Trading Symbol Arcus Biosciences, Inc. [ RCUS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 333 LAKESIDE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/08/2020 (Street) FOSTER CITY, CA94404 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 8,163,029 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option to Purchase Common Stock ( 4 ) ( 2 )( 3 ) ( 2 )( 3 ) Common Stock ( 2 ) ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GILEAD SCIENCES INC 333 LAKESIDE DRIVE FOSTER CITY, CA94404 X Signatures Gilead Sciences, Inc. By: /s/ Andrew D. Dickinson 07/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes (i) 2,200,000 shares of common stock of Arcus Biosciences, Inc. (the "Issuer") purchased in the Issuer's most recent public offering that closed on June 2, 2020 and (ii) the initial purchase of 5,963,029 shares of common stock of the Issuer pursuant to a Common Stock Purchase Agreement, dated May 27, 2020, between Gilead Sciences, Inc. and the Issuer (the "Purchase Agreement"). ( 2 )Includes the number of shares of common stock that would result in Gilead Sciences, Inc. holding 35% of the Issuer's then-outstanding common stock pursuant to a five-year option to purchase additional shares of common stock contained in the Purchase Agreement (the "Option Shares"). ( 3 )Based upon 56,982,788 shares of common stock of the Issuer issued and outstanding upon the closing of the Issuer's most recent public offering (assuming the underwriters have not exercised their option to purchase additional shares), as reported in the Issuer's prospectus dated May 28, 2020 filed with the Securities and Exchange Commission on May 29, 2020 pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, (adjusted to account for the initial purchase of 5,963,029 shares of common stock pursuant to the Purchase Agreement and assuming the immediate exercise in full by Gilead Sciences, Inc. of its option to purchase the Option Shares) the number of Option Shares is currently equal to 21,335,395. ( 4 )The purchase price for the Option Shares will be equal to the greater of a 20% premium to market (based on a trailing five-day average closing price) at the time Gilead Sciences, Inc. exercises such option and $33.54 per share.

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