Xencor Inc — Director's Dealing 2013

Dec 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xencor Inc (XNCR)
CIK: 0001326732
Period of Report: 2013-12-06

Reporting Person: WERNER HAROLD R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-06	Common Stock	C	1035407	$0.00	Acquired	1035407	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-06	Series A-1 Preferred Stock	$0.00	C	3209763	Disposed		Common Stock (1035407)	Indirect

Footnotes

F1: Every 3.1 shares of Series A-1 Preferred Stock automatically converted into 1 share of common stock of the issuer on December 6, 2013, the date of the closing of the initial public offering of the issuer's securities.

F2: These securities are held of record by HealthCare Ventures VIII, L.P ("HCVVIII"). HealthCare Partners VIII, L.P. ("HCPVIII") is the General Partner of HCVVIII and HealthCare Partners VIII LLC (the "LLC") is the General Partner of HCPVIII. Mr. Werner is a manging director of the LLC and, as such, may be deemed to exercise shared voting and investment power with respect to the shares owned by HCVVIII. Mr. Werner disclaims beneficial ownership of the securities owned by HCVVIII except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.