MACROGENICS INC — Director's Dealing 2013

Oct 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MACROGENICS INC (MGNX)
CIK: 0001125345
Period of Report: 2013-10-16

Reporting Person: INTERWEST PARTNERS VIII LP (10% Owner)
Reporting Person: InterWest Management Partners VIII, LLC (10% Owner)
Reporting Person: INTERWEST INVESTORS VIII L P (10% Owner)
Reporting Person: INTERWEST INVESTORS Q VIII LP (10% Owner)
Reporting Person: CASH HARVEY B (10% Owner)
Reporting Person: GIANOS PHILIP T (10% Owner)
Reporting Person: Kliman Gilbert H (10% Owner)
Reporting Person: HEDRICK W SCOTT (10% Owner)
Reporting Person: Holmes W Stephen (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-16	Common Stock	C	962819	—	Acquired	962819	Indirect
2013-10-16	Common Stock	C	615284	—	Acquired	1578103	Indirect
2013-10-16	Common Stock	C	295494	—	Acquired	1873597	Indirect
2013-10-16	Common Stock	C	32671	—	Acquired	1906268	Indirect
2013-10-16	Common Stock	C	2448	—	Acquired	1908716	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-16	Series A-1 Convertible Preferred Stock	$	C	12001000	Disposed		Common Stock (962819)	Indirect
2013-10-16	Series B Convertible Preferred Stock	$	C	10131856	Disposed		Common Stock (615284)	Indirect
2013-10-16	Series C Convertible Preferred Stock	$	C	5547611	Disposed		Common Stock (295494)	Indirect
2013-10-16	Series D-2 Convertible Preferred Stock	$	C	613402	Disposed		Common Stock (32671)	Indirect
2013-10-16	Series D-2 Convertible Preferred Stock Warrant to buy	$12.2425	X	46005	Disposed	2013-10-16	Series D-2 Convertible Preferred Stock (2448)	Indirect
2013-10-16	Series D-2 Convertible Preferred Stock	$	C	2448	Disposed		Common Stock (2448)	Indirect

Footnotes

F1: Each share of Series A-1 Convertible Preferred Stock converted into approximately 0.0802 of a share of Common Stock without payment of further consideraton upon the closing of the Issuer's initial public offering. The shares had no expiration date.

F2: These securities are held as follows: 928,647 by InterWest Partners VIII, LP ("IW8"), 7,521 by InterWest Investors VIII, LP ("II8") and 26,651 by InterWest Investors Q VIII, LP ("IIQ8") (collectively, the "InterWest Funds"). InterWest Management Partners VIII, LLC ("IMP8") is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.

F3: Each share of Series B Convertible Preferred Stock converted into approximately 0.0607 of a share of Common Stock without payment of further consideraton upon closing of the Issuer's initial public offering. The shares had no expiration date.

F4: These securities are held as follows: 593,566 by IW8, 4,737 by II8 and 16,981 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.

F5: Each share of Series C Convertible Preferred Stock and each share of Series D-2 Convertible Preferred Stock converted into approximately 0.0533 of a share of Common Stock without payment of further consideraton upon closing of the Issuer's initial public offering. The shares had no expiration date.

F6: These securities are held as follows: 285,064 by IW8, 2,275 by II8 and 8,155 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.

F7: These securities are held as follows: 31,519 by IW8, 251 by II8 and 901 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.

F8: Upon exercise, each Series D-2 Convertible Preferred Warrant converted into an equal number of shares of Series D-2 Convertible Preferred Stock. Had the warrants not been exercised, they would have expired upon the closing of the initial public offering. Upon the closing of the Issuer's initial public offering each share of Series D-2 Convertible Preferred Stock then converted into approximately 0.0533 of a share of Common Stock without payment of further consideration. The shares of Series D-2 Convertible Preferred Stock had no expiration date.

F9: These securities are held as follows: 2,363 by IW8, 18 by II8 and 67 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.

F10: Immediately.