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: 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)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A-1 Convertible Preferred Stock	$		Common Stock (12001000)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (10131856)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (5547611)		Indirect
Series D-2 Convertible Preferred Stock	$		Common Stock (613402)		Indirect
Series D-2 Convertible Preferred Stock Warrants	$		Common Stock (46005)		Indirect

Footnotes

F1: Each share of Series A-1 Convertible Preferred Stock is convertible into 0.0802 of a share of Common Stock without payment of further consideraton and will automatically convert into 0.0802 of a share of Common Stock upon closing of the Issuer's initial public offering without payment of futher consideration. The shares have no expiration date.

F2: These securities are held as follows: 11,575,052 by InterWest Partners VIII, LP ("IW8"), 93,748 by InterWest Investors VIII, LP ("II8") and 332,200 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 is convertible into 0.0607 of a share of Common Stock without payment of further consideraton and will automatically convert into 0.0607 of a share of Common Stock upon closing of the Issuer's initial public offering without payment of futher consideration. The shares have no expiration date.

F4: These securities are held as follows: 9,774,202 by IW8, 78,015 by II8 and 279,639 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 is convertible into 0.0533 of a share of Common Stock without payment of further consideraton and will automatically convert into 0.0533 of a share of Common Stock upon closing of the Issuer's initial public offering without payment of futher consideration. The shares have no expiration date.

F6: These securities are held as follows: 5,351,780 by IW8, 42,717 by II8 and 153,114 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: 591,749 by IW8, 4,723 by II8 and 16,930 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: Immediately.

F9: The warrants will expire upon the closing of the initial public offering.

F10: These securities are held as follows: 44,381 by IW8, 354 by II8 and 1,270 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.