Xencor Inc — Director's Dealing 2016

Feb 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xencor Inc (XNCR)
CIK: 0001326732
Period of Report: 2016-01-29

Reporting Person: STAFFORD JOHN S III (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-29	Common Stock	P	25	$10.8299	Acquired	25	Indirect
2016-02-01	Common Stock	S	25	$10.79	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5264740	Direct

Footnotes

F1: The Reporting Person's purchase of the Issuer's common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 25 shares, with the Reporting Person's sale of 30,000 shares of the Issuer's common stock at a weighted average price of $15.1302 per share on December 3, 2015. The Reporting Person has agreed to pay to the Issuer, upon settlement of the purchase, $107.50, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs.

F2: These securities are held of record by Ronin Capital, LLC, a limited liability company owned and managed by the Reporting Person. The Reporting Person is the indirect beneficial owner of all the shares of common stock of Xencor, Inc. held of record by Ronin Capital, LLC.