FORM 4 [ ] 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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Goeltz II Robert C.
2. Issuer Name and Ticker or Trading Symbol

Arcus Biosciences, Inc. [ RCUS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O ARCUS BIOSCIENCES, INC., 3928 POINT EDEN WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

12/16/2021
(Street)

HAYWARD, CA 94545
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 12/16/2021  S  354 (1)D$39.5916 (2)7771 D  
Common Stock 12/16/2021  S  131 (1)D$40.4565 (3)7640 D  
Common Stock 12/17/2021  S  138 (1)D$38.7877 (4)7502 D  
Common Stock 12/17/2021  S  88 (1)D$39.6719 (5)7414 D  
Common Stock 12/17/2021  S  171 (1)D$40.5732 (6)7243 D  
Common Stock 12/17/2021  S  224 (1)D$41.4238 (7)7019 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of certain RSUs, previously reported in Table I following the date of grant. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
(2) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.11 to $40.08, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(3) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.12 to $40.85, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(4) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.10 to $39.08, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(5) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.10 to $40.09, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(6) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.10 to $41.09, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(7) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.10 to $41.52, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Goeltz II Robert C.
C/O ARCUS BIOSCIENCES, INC.
3928 POINT EDEN WAY
HAYWARD, CA 94545


Chief Financial Officer

Signatures
/s/ Carolyn Tang, Attorney-in-Fact12/20/2021
**Signature of Reporting PersonDate

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