MACROGENICS INC — Director's Dealing 2013

Oct 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: TPG Group Holdings (SBS) Advisors, Inc. (Former 10% Owner)
Reporting Person: BONDERMAN DAVID (Former 10% Owner)
Reporting Person: COULTER JAMES G (Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-16	Common Stock	C	2208762	—	Acquired	2208762	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-16	Warrants to purchase Series D-2 Convertible Preferred Stock	$	C	28753	Disposed		Series D-2 Convertible Preferred Stock (28753)	Indirect
2013-10-16	Series D-2 Convertible Preferred Stock	$	C	28753	Acquired		Common Stock (1530)	Indirect
2013-10-16	Series D-2 Convertible Preferred Stock	$	J	22002	Disposed		Common Stock (1172)	Indirect
2013-10-16	Series B-1 Convertible Preferred Stock	$	C	18728346	Disposed		Common Stock (1137333)	Indirect
2013-10-16	Series C Convertible Preferred Stock	$	C	19724839	Disposed		Common Stock (1050651)	Indirect
2013-10-16	Series D-2 Convertible Preferred Stock	$	C	390127	Disposed		Common Stock (20778)	Indirect

Footnotes

F1: David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of each of TPG Biotechnology GenPar Advisors, LLC ("TPG Biotech GenPar Advisors") and TPG Ventures GenPar Advisors, LLC ("TPG Ventures GenPar Advisors").

F2: TPG Biotech GenPar Advisors is the general partner of TPG Biotechnology GenPar, L.P., which is the general partner of TPG Biotechnology Partners, L.P. ("TPG Biotech"), which directly holds 1,877,449 shares of Common Stock ("Common Stock") of MacroGenics, Inc. (the "Issuer"). TPG Ventures GenPar Advisors is the general partner of TPG Ventures GenPar, L.P., which is the general partner of TPG Ventures, L.P. ("TPG Ventures" and, together with TPG Biotech, the "TPG Funds"), which directly holds 331,313 shares of Common Stock.

F3: On October 16, 2013, the TPG Funds exercised warrants (the "Warrants") to purchase an aggregate of 28,753 shares of Series D-2 Convertible Preferred Stock ("Series D-2 Preferred") of the Issuer at an exercise price of $0.6521 per share of Series D-2 Preferred. In lieu of paying the exercise price per share in cash, the TPG Funds elected to receive a number of shares of Series D-2 Preferred net of the number of shares of Series D-2 Preferred whose fair market value equaled the aggregate exercise price. The Warrants had been exercisable by the holder at any time on or after September 24, 2008 until September 24, 2018, subject to certain early termination events.

F4: On October 16, 2013, (a) the shares of Series B-1 Convertible Preferred Stock of the Issuer (the "Series B Preferred") held by the TPG Funds mandatorily converted into 1,137,333 shares of Common Stock, (b) the shares of Series C Convertible Preferred Stock of the Issuer (the "Series C Preferred") held by the TPG Funds mandatorily converted into 1,050,651 shares of Common Stock and (c) the shares of Series D-2 Preferred mandatorily converted into 20,778 shares of Common Stock. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Series B Preferred, Series C Preferred and Series D-2 Preferred had been convertible, at the option of the holder, at any time into shares of Common Stock at initial conversion rates equal to (a) 1.1401 shares of Common Stock per share of Series B Preferred, (b) one share of Common Stock per share of Series C Preferred and (c) one share of Common Stock per share of Series D-2 Preferred.

F5: The initial conversion rates were adjusted as a result of a 1-for-18.7739 reverse stock split of the Common Stock. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, as amended, the shares of Series B Preferred, Series C Preferred and Series D-2 Preferred had been convertible, at the option of the holder, at any time into shares of Common Stock at initial conversion rates equal to (a) 1.1401 shares of Common Stock per share of Series B Preferred, (b) one share of Common Stock per share of Series C Preferred and (c) one share of Common Stock per share of Series D-2 Preferred. The initial conversion rates were adjusted as a result of a 1-for-18.7739 reverse stock split of the Common Stock.

F6: Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such TPG Fund's pecuniary interest therein, if any.

F7: Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.