MACROGENICS INC — Director's Dealing 2014

May 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MACROGENICS INC (MGNX)
CIK: 0001125345
Period of Report: 2014-05-29

Reporting Person: Stein Kathryn E (Senior VP, Prd Dev & Reg Aff)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-29	Common Stock	M	10946	$0.71	Acquired	54151	Direct
2014-05-29	Common Stock	S	10946	$19.75	Disposed	43205	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-29	Stock Option (right to buy)	$0.71	M	10653	Disposed	2015-12-15	Common Stock (10653)	Direct
2014-05-29	Stock Option (right to buy)	$0.71	M	293	Disposed	2015-03-24	Common Stock (293)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.50 to $19.91, inclusive. The reporting person undertakes to provide to MacroGenics, Inc., any security holder of MacroGenics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2: The shares underlying the option became fully exercisable on December 15, 2009.

F3: The shares underlying the option became fully exercisable on March 24, 2009.