MACROGENICS INC — Major Shareholding Notification 2015

Feb 5, 2015

SC 13G 1 s13g_020215-macrogenics.htm SCHEDULE 13G FOR MACROGENICS, INC. BY JOHNSON & JOHNSON s13g_020215-macrogenics.htm Licensed to: Ropes & Gray, LLP Document Created using EDGARizer 2020 5.5.0.0 Copyright 1995 - 2014 Thomson Reuters. All rights reserved.

CUSIP No. 556099109

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ) 1
MacroGenics, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
556099109
(CUSIP Number)
January 27, 2015
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

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CUSIP No. 556099109

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Johnson & Johnson EIN: 22-1024240
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER -0-
	6.	SHARED VOTING POWER 1,923,077
	7.	SOLE DISPOSITIVE POWER -0-
	8.	SHARED DISPOSITIVE POWER 1,923,077
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,923,077
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	[ ]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5% *
12.	TYPE OF REPORTING PERSON CO

• Based on 29,718,040 shares of Common Stock outstanding as of January 27, 2015, which is the total of (i) 27,794,963 shares outstanding as of October 31, 2014 as reported in the Issuer’s Form 10-Q for the period ended September 30, 2014 filed with the Securities and Exchange Commission on November 12, 2014 and (ii) 1,923,077 shares issued to Johnson & Johnson Innovation - JJDC, Inc. in a private placement completed on January 27, 2015.

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CUSIP No. 556099109

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Johnson & Johnson Innovation - JJDC, Inc.** EIN: 22-2007137
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER -0-
	6.	SHARED VOTING POWER 1,923,077
	7.	SOLE DISPOSITIVE POWER -0-
	8.	SHARED DISPOSITIVE POWER 1,923,077
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,923,077
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	[ ]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.5% *
12.	TYPE OF REPORTING PERSON CO

• Based on 29,718,040 shares of Common Stock outstanding as of January 27, 2015, which is the total of (i) 27,794,963 shares outstanding as of October 31, 2014 as reported in the Issuer’s Form 10-Q for the period ended September 30, 2014 filed with the Securities and Exchange Commission on November 12, 2014 and (ii) 1,923,077 shares issued to Johnson & Johnson Innovation - JJDC, Inc. in a private placement completed on January 27, 2015.

** Johnson & Johnson Development Corporation changed its name to Johnson & Johnson Innovation - JJDC, Inc. on November 3, 2014.

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CUSIP No. 556099109

SCHEDULE 13G

ITEM 1(a)	NAME OF ISSUER:
	MacroGenics, Inc.
ITEM 1(b)	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
	9640 Medical Center Drive Rockville, MD 20850
ITEM 2(a)	NAME OF PERSON FILING:
	This statement is being filed by Johnson & Johnson, a New Jersey corporation (“J&J”), and Johnson & Johnson Innovation - JJDC, Inc., a New Jersey corporation (“JJDC”). JJDC is a wholly-owned subsidiary of J&J. The securities reported herein as being held by J&J and JJDC are directly beneficially owned by JJDC. J&J may be deemed to indirectly beneficially own the securities that are directly beneficially owned by JJDC.
ITEM 2(b)	ADDRESS OF PRINCIPAL BUSINESS OFFICE:
	One Johnson & Johnson Plaza New Brunswick, NJ 08933
ITEM 2(c)	CITIZENSHIP:
	J&J: New Jersey
	JJDC: New Jersey
ITEM 2(d)	TITLE OF CLASS OF SECURITIES:
	Common Stock, $.01 par value per share
ITEM 2(e)	CUSIP NUMBER:
	556099109
ITEM 3	STATEMENTS FILED PURSUANT TO RULES 13D-1(B) OR 13D-2(B) OR (C):
	Not applicable.
ITEM 4	OWNERSHIP: (a) through (c) The information requested hereunder is set forth in Items 5 through 9 and 11 of the cover pages to this Schedule 13G.
ITEM 5	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
	Not applicable.

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CUSIP No. 556099109

ITEM 6	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
	Not applicable.
ITEM 7	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT COMPANY:
	Not applicable.
ITEM 8	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
	Not applicable.
ITEM 9	NOTICE OF DISSOLUTION OF GROUP:
	Not applicable.
ITEM 10	CERTIFICATION:
	By signing below, the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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CUSIP No. 556099109

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 5, 2015

JOHNSON & JOHNSON
By:	/s/ Douglas Chia
Name:	Douglas Chia
Title:	Secretary
JOHNSON & JOHNSON INNOVATION - JJDC, INC.
By:	/s/ Steven M. Rosenberg
Name:	Steven M. Rosenberg
Title:	Secretary

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