Xencor Inc — Director's Dealing 2013

Dec 2, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Xencor Inc (XNCR)
CIK: 0001326732
Period of Report: 2013-12-02

Reporting Person: WERNER HAROLD R (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (1035407)		Indirect

Footnotes

F1: Upon the effectiveness of the registration statement for the issuer's initial public offering, every 3.1 shares of Series A-1 Preferred Stock owned by HealthCare Ventures VIII, L.P. ("HCVVIII") will automatically convert into 1 share of the issuer's common stock.

F2: These securities are held of record by 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 managing 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.