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: Galbraith Kenneth (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-16	Common Stock	P	46875	$16.00	Acquired	46875	Indirect
2013-10-16	Common Stock	C	1050652	—	Acquired	1097527	Indirect
2013-10-16	Common Stock	C	204207	—	Acquired	1301734	Indirect
2013-10-16	Common Stock	X	15315	—	Acquired	1317049	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-16	Series C Convertible Preferred Stock	$	C	19724839	Disposed		Common Stock (1050652)	Indirect
2013-10-16	Series D-2 Convertible Preferred Stock	$	C	3833767	Disposed		Common Stock (204207)	Indirect
2013-10-16	Series D-2 Convertible Preferred Warrants	$	X	287533	Disposed	2013-10-16	Common Stock (15315)	Indirect

Footnotes

F1: These securities are held by Five Corners Capital, Inc. Kenneth Galbraith is Managing Director of Five Corners Capital, Inc. Kenneth Galbraith disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

F2: 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.

F3: These securities are held by Ventures West 8 Limited Partnership. Kenneth Galbraith is Managing Director of Five Corners Capital, Inc., the general partner of Ventures West 8 Limited Partnership. Kenneth Galbraith disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

F4: 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.

F5: Immediately.