<SEC-DOCUMENT>0001123292-25-000309.txt : 20250715
<SEC-HEADER>0001123292-25-000309.hdr.sgml : 20250715
<ACCEPTANCE-DATETIME>20250715194641
ACCESSION NUMBER:		0001123292-25-000309
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250715
DATE AS OF CHANGE:		20250715

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Arcus Biosciences, Inc.
		CENTRAL INDEX KEY:			0001724521
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		ORGANIZATION NAME:           	03 Life Sciences
		EIN:				473898435
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-90423
		FILM NUMBER:		251125981

	BUSINESS ADDRESS:	
		STREET 1:		3928 POINT EDEN WAY
		CITY:			HAYWARD
		STATE:			CA
		ZIP:			94545
		BUSINESS PHONE:		(510) 694-6200

	MAIL ADDRESS:	
		STREET 1:		3928 POINT EDEN WAY
		CITY:			HAYWARD
		STATE:			CA
		ZIP:			94545

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GILEAD SCIENCES, INC.
		CENTRAL INDEX KEY:			0000882095
		STANDARD INDUSTRIAL CLASSIFICATION:	BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
		ORGANIZATION NAME:           	03 Life Sciences
		EIN:				943047598
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		333 LAKESIDE DR
		CITY:			FOSTER CITY
		STATE:			CA
		ZIP:			94404
		BUSINESS PHONE:		6505743000

	MAIL ADDRESS:	
		STREET 1:		333 LAKESIDE DR
		CITY:			FOSTER CITY
		STATE:			CA
		ZIP:			94404

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GILEAD SCIENCES INC
		DATE OF NAME CHANGE:	19930328
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
<XML>
<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:com="http://www.sec.gov/edgar/common">
<headerData>
<submissionType>SCHEDULE 13D/A</submissionType>
<previousAccessionNumber>0001123292-25-000115</previousAccessionNumber>
<filerInfo>
<filer>
<filerCredentials>
<cik>0000882095</cik>
<ccc>XXXXXXXX</ccc>
</filerCredentials>
</filer>
<liveTestFlag>LIVE</liveTestFlag>



</filerInfo>
</headerData>
<formData>
<coverPageHeader>
<amendmentNo>5</amendmentNo>
<securitiesClassTitle>Common Stock, par value $0.0001</securitiesClassTitle>
<dateOfEvent>07/13/2025</dateOfEvent>
<previouslyFiledFlag>false</previouslyFiledFlag>
<issuerInfo>
<issuerCIK>0001724521</issuerCIK>
<issuerCUSIP>03969F109</issuerCUSIP>
<issuerName>Arcus Biosciences, Inc.</issuerName>
<address>
<com:street1>3928 Point Eden Way</com:street1>
<com:city>Hayward</com:city>
<com:stateOrCountry>CA</com:stateOrCountry>
<com:zipCode>94545</com:zipCode>
</address>
</issuerInfo>
<authorizedPersons>
<notificationInfo>
<personName>Gilead Sciences, Inc.</personName>
<personPhoneNum>650-574-3000</personPhoneNum>
<personAddress>
<com:street1>333 Lakeside Drive</com:street1>
<com:city>Foster City</com:city>
<com:stateOrCountry>CA</com:stateOrCountry>
<com:zipCode>94404</com:zipCode>
</personAddress>
</notificationInfo>
</authorizedPersons>
</coverPageHeader>
<reportingPersons>
<reportingPersonInfo>
<reportingPersonCIK>0000882095</reportingPersonCIK>
<reportingPersonName>GILEAD SCIENCES, INC.</reportingPersonName>
<fundType>OO</fundType>
<citizenshipOrOrganization>DE</citizenshipOrOrganization>
<soleVotingPower>31424760</soleVotingPower>
<sharedVotingPower>0</sharedVotingPower>
<soleDispositivePower>31424760</soleDispositivePower>
<sharedDispositivePower>0</sharedDispositivePower>
<aggregateAmountOwned>31424760</aggregateAmountOwned>
<isAggregateExcludeShares>N</isAggregateExcludeShares>
<percentOfClass>29.7</percentOfClass>
<typeOfReportingPerson>CO</typeOfReportingPerson>
<commentContent>The number of shares reported in rows 7, 9, and 11 consists of (i) 2,200,000 shares of the common stock, par value $0.0001 per share (the "Common Stock"), of Arcus Biosciences, Inc. (the "Issuer") purchased in the 2020 Public Offering, (ii) the initial purchase of 5,963,029 shares of Common Stock pursuant to the Purchase Agreement, (iii) the subsequent purchase of 5,650,000 shares of Common Stock pursuant to the Amended and Restated Purchase Agreement, (iv) the subsequent purchase of 1,010,000 shares of Common Stock pursuant to the Second Amended and Restated Purchase Agreement, (v) the subsequent purchase of 15,238,095 shares of Common Stock of the Issuer pursuant to the Third Amended and Restated Purchase Agreement, and (vi) the subsequent purchase of 1,363,636 shares of Common Stock pursuant to the Public Offering.&#13;
&#13;
The percent reported in row 13 is calculated based upon 105,885,138 shares of Common Stock issued and outstanding as of May 1, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the Securities and Exchange Commission (the "SEC") on May 6, 2025.</commentContent>
</reportingPersonInfo>
</reportingPersons>
<items1To7>
<item1>
<securityTitle>Common Stock, par value $0.0001</securityTitle>
<issuerName>Arcus Biosciences, Inc.</issuerName>
<issuerPrincipalAddress>
<com:street1>3928 Point Eden Way</com:street1>
<com:city>Hayward</com:city>
<com:stateOrCountry>CA</com:stateOrCountry>
<com:zipCode>94545</com:zipCode>
</issuerPrincipalAddress>
<commentText>This Amendment No. 5 (the "Amendment") amends the initial Schedule 13D filed by the Reporting Person on July 17, 2020, as amended by Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Person on February 2, 2021, Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Person on July 6, 2023, Amendment No. 3 to Schedule 13D filed with the SEC by the Reporting Person on January 31, 2024, and Amendment No. 4 to Schedule 13D filed with the SEC by the Reporting Person on March 5, 2025 (the "Original Schedule 13D," and as amended by Amendment No. 5, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Original Schedule 13D.</commentText>
</item1>
<item3>
<fundsSource>Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following:&#13;
&#13;
On July 13, 2025, the Reporting Person's option to purchase additional shares from the Issuer, up to a maximum of 35% of the Issuer's then-outstanding Common Stock, expired.</fundsSource>
</item3>
<item4>
<transactionPurpose>Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:&#13;
&#13;
On July 13, 2025, the Reporting Person's option to purchase additional shares from the Issuer, up to a maximum of 35% of the Issuer's then-outstanding Common Stock, expired.</transactionPurpose>
</item4>
<item5>
<percentageOfClassSecurities>Item 5(a) of the Schedule 13D is hereby amended and restated to read as follows:&#13;
&#13;
Number of shares of Common Stock beneficially owned:&#13;
&#13;
	Gilead - 31,424,760 shares&#13;
&#13;
	Jeffrey A. Bluestone - 7,156 shares&#13;
&#13;
	Percent of class:&#13;
&#13;
	Gilead - 29.7%&#13;
&#13;
	Jeffrey A. Bluestone - 0.01%&#13;
&#13;
	The number of shares of Common Stock beneficially owned by Gilead consists of (i) 2,200,000 shares of Common Stock purchased in the 2020 Public Offering, (ii) the initial purchase of 5,963,029 shares of Common Stock pursuant to the Purchase Agreement, (iii) the subsequent purchase of 5,650,000 shares of Common Stock pursuant to the Amended and Restated Purchase Agreement, (iv) the subsequent purchase of 1,010,000 shares of Common Stock pursuant to the Second Amended and Restated Purchase Agreement, (v) the subsequent purchase of 15,238,095 shares of Common Stock pursuant to the Third Amended and Restated Purchase Agreement, and (vi) the subsequent purchase of 1,363,636 shares of Common Stock pursuant to the Public Offering. The number of shares of Common Stock beneficially owned by Mr. Bluestone consists of options to purchase 7,156 shares of Common Stock exercisable within 60 days.&#13;
&#13;
	The percentage ownership for Gilead was calculated based upon 105,885,138 shares of common stock of the Issuer issued and outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 6, 2025. The percentage ownership for Mr. Bluestone was calculated based upon 105,892,294 shares of Common Stock issued and outstanding, based on 105,885,138 shares of Common Stock issued and outstanding and assuming the immediate exercise in full by Mr. Bluestone of his options.&#13;
&#13;
	To the best knowledge of the Reporting Person, none of the individuals listed on Schedule I beneficially owns any of the Issuer's Common Stock, except Mr. Bluestone, who has received options to purchase shares of Common Stock in partial payment for his service on the Issuer's Scientific Advisory Board.</percentageOfClassSecurities>
<numberOfShares>Item 5(b) of the Schedule 13D is hereby amended and restated to read as follows:&#13;
&#13;
Number of shares as to which such person has:&#13;
&#13;
(i) Sole power to vote or to direct the vote:&#13;
&#13;
	Gilead - 31,424,760 shares&#13;
&#13;
	Jeffrey A. Bluestone - 7,156 shares&#13;
&#13;
(ii) Shared power to vote or to direct the vote:&#13;
&#13;
	Gilead - 0 shares&#13;
&#13;
	Jeffrey A. Bluestone - 0 shares&#13;
&#13;
(iii) Sole power to dispose or to direct the disposition of:&#13;
&#13;
	Gilead - 31,424,760 shares&#13;
&#13;
	Jeffrey A. Bluestone - 7,156 shares&#13;
&#13;
(iv) Shared power to dispose or to direct the disposition of:&#13;
&#13;
	Gilead - 0 shares&#13;
&#13;
	Jeffrey A. Bluestone - 0 shares</numberOfShares>
</item5>
</items1To7>
<signatureInfo>
<signaturePerson>
<signatureReportingPerson>GILEAD SCIENCES, INC.</signatureReportingPerson>
<signatureDetails>
<signature>/s/ Andrew D. Dickinson</signature>
<title>Andrew D. Dickinson, Executive Vice President and Chief Financial Officer</title>
<date>07/15/2025</date>
</signatureDetails>
</signaturePerson>
</signatureInfo>
</formData>
</edgarSubmission>
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
