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: STAFFORD JOHN S III (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-06	Common Stock	C	7260773	—	Acquired	7283631	Direct
2013-12-06	Common Stock	C	282572	—	Acquired	7566203	Indirect
2013-12-06	Common Stock	P	275000	$5.50	Acquired	7841203	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-06	Series A-1 Preferred Stock	$	C	22508399	Disposed		Common Stock (7260773)	Direct
2013-12-06	Series A-1 Preferred Stock	$	C	875974	Disposed		Common Stock (282572)	Indirect

Footnotes

F1: Every 3.1 shares of the Series A-1 Preferred Stock is convertible into 1 share of the Issuer's Common Stock at any time, at the holder's election, and has no expiration date.

F2: The shares were purchased at the Issuer's initial public offering.