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: FLEMING JONATHAN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-06	Common Stock	C	773452	—	Acquired	773452	Indirect
2013-12-06	Common Stock	C	17429	—	Acquired	790881	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-06	Series A-1 Preferred Stock	$	C	2397704	Disposed		Common Stock (773452)	Indirect
2013-12-06	Series A-1 Preferred Stock	$	C	54031	Disposed		Common Stock (17429)	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: These securities are owned by Oxford Bioscience Partners V, L.P. ("Oxford"). The Reporting Person is a general partner of OBP Management V L.P., which is the sole general partner of Oxford. The Reporting Person disclaims beneficial ownership in those securities in which he does not have a pecuniary interest, and this report shall not be deemed an admission that he is the beneficial owner of these securities for purposes of Section 16.

F3: These securities are owned by mRNA Fund V, L.P. ("mRNA"). The Reporting Person is a general partner of OBP Management V L.P., which is the sole general partner of mRNA. The Reporting Person disclaims beneficial ownership in those securities in which he does not have a pecuniary interest, and this report shall not be deemed an admission that he is the beneficial owner of these securities for purposes of Section 16.