Xencor Inc — Director's Dealing 2016

Aug 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Xencor Inc (XNCR)
CIK: 0001326732
Period of Report: 2016-08-09

Reporting Person: STAFFORD JOHN S III (10% Owner)
Reporting Person: Ronin Capital, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-09	Common Stock	S	10000	$21.88	Disposed	5247240	Indirect
2016-08-10	Common Stock	S	10500	$21.725	Disposed	5236740	Indirect
2016-08-11	Common Stock	S	10000	$22.01	Disposed	5226740	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7500	Direct
Common Stock	2000000	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $21.86 to $21.90. The price reported above reflects the average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F2: This transaction was executed in multiple trades at prices ranging from $21.54 to $21.91. The price reported above reflects the average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

F3: This transaction was executed in multiple trades at prices ranging from $21.97 to $22.05. The price reported above reflects the average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected

F4: On April 29, 2016, John R. Stafford, III transferred 5,257,240 shares of the issuer's common stock to his Class C Capital Account at Ronin Capital, LLC ("Ronin Capital"), a limited liability company owned and managed by Mr. Stafford. Mr. Stafford is the indirect beneficial owner of all of the shares of common stock of the issuer held of record by Ronin Capital. The transfer on April 29, 2016 did not result in any change in Mr. Stafford's pecuniary interest in the securities but only a change in the form of ownership of the securities from direct to indirect, and was exempt from Section 16 of the Securities Exchange Act of 1934 pursuant to Rule 16a-13. Mr. Stafford's total direct and indirect holdings are being reported in this Form 4 to enable reconciliation to Mr. Stafford's previous Form 4 filings.