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: ORONSKY ARNOLD L (Director)

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	X	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 Warrants	$	X	46005	Disposed	2013-10-16	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 consideration 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 ("Partners VIII"), 7,521 by InterWest Investors VIII, LP ( "Investors VIII") and 26,651 by InterWest Investors Q VIII, LP ("Q VIII") (collectively, the "InterWest Funds") . Arnold Oronsky is Managing Director of the InterWest Funds' general partner. Arnold Oronsky disclaims beneficial ownership of these securities except to the extent of any 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 consideration upon the closing of the Issuer's initial public offering. The shares had no expiration date.

F4: These securities are held as follows: 593,566 by Partners VIII, 4,737 by Investors VIII and 16,981 by Q VIII. Arnold Oronsky is Managing Director of the InterWest Funds' general partner. Arnold Oronsky disclaims beneficial ownership of these securities except to the extent of any 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 consideration upon the closing of the Issuer's initial public offering. The shares had no expiration date.

F6: These securities are held as follows: 285,064 by Partners VIII, 2,275 by Investors VIII and 8,155 by Q VIII. Arnold Oronsky is Managing Director of the InterWest Funds' general partner. Arnold Oronsky disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

F7: These securities are held as follows: 31,519 by Partners VIII, 251 by Investors VIII and 901 by Q VIII. Arnold Oronsky is Managing Director of the InterWest Funds' general partner. Arnold Oronsky disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

F8: Upon exercise for $12.2425 per share, 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 Partners VIII, 18 by Investors VIII and 67 by Q VIII. Arnold Oronsky is Managing Director of the InterWest Funds' general partner. Arnold Oronsky disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

F10: Immediately.