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: ALTA BIOPHARMA PARTNERS III LP (10% Owner)
Reporting Person: ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG (10% Owner)
Reporting Person: ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-16	Common Stock	C	1137332	—	Acquired	1137332	Indirect
2013-10-16	Common Stock	C	656657	—	Acquired	1793989	Indirect
2013-10-16	Common Stock	C	204206	—	Acquired	1998195	Indirect
2013-10-16	Common Stock	X	15314	—	Acquired	2013509	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-16	Series B Convertible Preferred Stock	$	C	18728346	Disposed		Common Stock (1137332)	Indirect
2013-10-16	Series C Convertible Preferred Stock	$	C	12328024	Disposed		Common Stock (656657)	Indirect
2013-10-16	Series D-2 Convertible Preferred Stock	$	C	3833767	Disposed		Common Stock (204206)	Indirect
2013-10-16	Series D-2 Convertible Preferred Warrants	$	X	287533	Disposed	2013-10-16	Common Stock (15314)	Indirect

Footnotes

F1: Each share of Series B Convertible Preferred Stock converted into approximately 0.0607 of a share of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering. The shares had no expiration date.

F2: These securities are held as follows: 1,041,702 by Alta BioPharma Partners III, L.P. ("ABP III"), 69,959 by Alta BioPharma Partners III LP GmbH ("ABP III KG") and 25,671 by Alta Embarcadero BioPharma Partners III, LLC ("AEBP III"). Alta BioPharma Management Partners III, LLC is the general partner of ABP III, the managing limited partner of ABP III KG and the manager of AEBP III and disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

F3: 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 consideration upon the closing of the Issuer's initial public offering. The shares had no expiration date.

F4: These securities are held as follows: 601,443 by ABP III, 40,392 by ABP III KG and 14,822 by AEBP III. Alta BioPharma Management Partners III, LLC is the general partner of ABP III, the managing limited partner of ABP III KG and the manager of AEBP III and disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

F5: These securities are held as follows: 187,036 by ABP III, 12,561 by ABP III KG and 4,609 by AEBP III. Alta BioPharma Management Partners III, LLC is the general partner of ABP III, the managing limited partner of ABP III KG and the manager of AEBP III and disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

F6: As exercised, 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.

F7: These securities are held as follows: 14,027 by ABP III, 942 by ABP III KG and 345 by AEBP III. Alta BioPharma Management Partners III, LLC is the general partner of ABP III, the managing limited partner of ABP III KG and the manager of AEBP III and disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

F8: Immediately.