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: HURWITZ EDWARD (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Convertible Preferred Stock	$		Common Stock (18728346)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (12328024)		Indirect
Series D-2 Convertible Preferred Stock	$		Common Stock (3833767)		Indirect
Series D-2 Convertible Preferred Warrants	$		Common Stock (287533)		Indirect

Footnotes

F1: 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.

F2: These securities are held as follows: 17,153,592 by Alta BioPharma Partners III, L.P. ("ABP III") , 1,152,018 by Alta BioPharma Partners III LP GmbH ("ABP III KG") and 422,736 by Alta Embarcadero BioPharma Partners III, LLC ("AEBP III"). Edward Hurwitz is a director of Alta BioPharma Management Partners III, LLC, which is the general partner of ABP III, the managing limited partner of ABP III KG and the manager ofAEBP III. Edward Hurwitz 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 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.

F4: These securities are held as follows: 11,291,435 by ABP III , 758,321 by ABP III KG and 278,268 by AEBP III. Edward Hurwitz is a director of Alta BioPharma Management Partners III, LLC, which is the general partner of ABP III, the managing limited partner of ABP III KG and the manager of AEBP III. Edward Hurwitz disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

F5: These securities are held as follows: 3,511,408 by ABP III , 235,823 by ABP III KG and 86,536 by AEBP III. Edward Hurwitz is a director of Alta BioPharma Management Partners III, LLC, which is the general partner of ABP III, the managing limited partner of ABP III KG and the manager of AEBP III. Edward Hurwitz disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

F6: Immediately

F7: The warrants will expire upon the closing of the initial public offering.

F8: These securities are held as follows: 263,356 by ABP III , 17,687 by ABP III KG and 6,490 by AEBP III. Edward Hurwitz is a director of Alta BioPharma Management Partners III, LLC, which is the general partner of ABP III, the managing limited partner of ABP III KG and the manager of AEBP III. Edward Hurwitz disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.