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: ORONSKY ARNOLD L (Director, 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 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 consideration and will automatically convert into 0.0802 of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

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

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

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

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

F10: These securities are held as follows: 44,381by Partners VIII, 354 by Investors VIII and 1,270 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.