MACROGENICS INC — Director's Dealing 2013

Oct 9, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MACROGENICS INC (MGNX)
CIK: 0001125345
Period of Report: 2013-10-09

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B-1 Convertible Preferred Stock	$		Common Stock (1137333)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (1050651)		Indirect
Series D-2 Convertible Preferred Stock	$		Common Stock (20420)		Indirect
Warrants to purchase Series D-2 Convertible Preferred Stock	$		Series D-2 Convertible Preferred Stock (28753)		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 15,919,094 shares of Series B-1 Convertible Preferred Stock ("Series B Preferred") of MacroGenics, Inc. (the "Issuer"), 16,766,113 shares of Series C Convertible Preferred Stock ("Series C Preferred") of the Issuer, 325,870 shares of Series D-2 Convertible Preferred Stock ("Series D-2 Preferred") of the Issuer and a warrant (the "TPG Biotech Warrant") to purchase 24,440 shares of Series D-2 Preferred.

F3: 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 2,809,252 shares of Series B Preferred, 2,958,726 shares of Series C Preferred, 57,506 shares of Series D-2 Preferred and a warrant (the "TPG Ventures Warrant" and, together with the TPG Biotech Warrant, the "Warrants") to purchase 4,313 shares of Series D-2 Preferred.

F4: 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.

F5: 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.

F6: 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 are convertible, at the option of the holder, at any time into shares of Common Stock, par value $0.01 per share, of the Issuer, 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 have been adjusted as a result of a 1-for-18.7739 reverse stock split of the Issuer's Common Stock.

F7: The Warrants may be exercised by the holder at any time on or after September 24, 2008 until September 24, 2018 at an initial exercise price of $0.6521 per share of Series D-2 Preferred. The exercise price is subject to certain adjustments.