Notification Filed by National Security Exchange to Report the Removal From Listing and Registration of Matured, Redeemed or ...

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36070

Issuer:	FIVE PRIME THERAPEUTICS, INC.
Exchange:	Nasdaq Stock Market LLC

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

Address:	Two Corporate Drive South San Francisco, CALIFORNIA 94080
Telephone number:	(415) 365-5600

(Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices)

Common Stock

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

o 17 CFR 240.12d2-2(a)(1)

o 17 CFR 240.12d2-2(a)(2)

x 17 CFR 240.12d2-2(a)(3)

o 17 CFR 240.12d2-2(a)(4)

o Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. ¹

o Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements for the Securities Exchange Act of 1934, Nasdaq Stock Market LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.