SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* HURWITZ EDWARD (Last) (First) (Middle) C/O MACROGENICS, INC. 9640 MEDICAL CENTER DRIVE (Street) ROCKVILLE MD 20850 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/09/2013	3. Issuer Name and Ticker or Trading Symbol MACROGENICS INC [ MGNX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	18,728,346	(1)	I	See Footnote(2)
Series C Convertible Preferred Stock	(3)	(3)	Common Stock	12,328,024	(3)	I	See Footnote(4)
Series D-2 Convertible Preferred Stock	(3)	(3)	Common Stock	3,833,767	(3)	I	See Footnote(5)
Series D-2 Convertible Preferred Warrants	(6)	(7)	Common Stock	287,533(3)	(3)	I	See Footnote(8)

Explanation of Responses:

1. Each share of Series B Convertible Preferred Stock is convertible into 0.0607 of a share of Common Stock without payment of further consideration and will automatically convert into 0.0607 of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

2. These securities are held as follows: 17,153,592 by Alta BioPharma Partners III, L.P. ("ABP III") , 1,152,018 by Alta BioPharma Partners III LP GmbH ("ABP III KG") and 422,736 by Alta Embarcadero BioPharma Partners III, LLC ("AEBP III"). Edward Hurwitz is a director of Alta BioPharma Management Partners III, LLC, which is the general partner of ABP III, the managing limited partner of ABP III KG and the manager ofAEBP III. Edward Hurwitz disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

3. Each share of Series C Convertible Preferred Stock and each share of Series D-2 Convertible Preferred Stock is convertible into 0.0533 of a share of Common Stock without payment of further consideration and will automatically convert into 0.0533 of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

4. These securities are held as follows: 11,291,435 by ABP III , 758,321 by ABP III KG and 278,268 by AEBP III. Edward Hurwitz is a director of Alta BioPharma Management Partners III, LLC, which is the general partner of ABP III, the managing limited partner of ABP III KG and the manager of AEBP III. Edward Hurwitz disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

5. These securities are held as follows: 3,511,408 by ABP III , 235,823 by ABP III KG and 86,536 by AEBP III. Edward Hurwitz is a director of Alta BioPharma Management Partners III, LLC, which is the general partner of ABP III, the managing limited partner of ABP III KG and the manager of AEBP III. Edward Hurwitz disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

6. Immediately

7. The warrants will expire upon the closing of the initial public offering.

8. These securities are held as follows: 263,356 by ABP III , 17,687 by ABP III KG and 6,490 by AEBP III. Edward Hurwitz is a director of Alta BioPharma Management Partners III, LLC, which is the general partner of ABP III, the managing limited partner of ABP III KG and the manager of AEBP III. Edward Hurwitz disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Lynn Cilinski, attorney-in-fact	10/09/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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                                                                      EXHIBIT 24

                                MACROGENICS, INC.

         LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

     Know all by these presents, that the undersigned hereby makes, constitutes
and appoints James Karrels and Lynn Cilinski or either of them signing singly,
and with full power of substitution, the undersigned's true and lawful
attorney-in-fact to:

     1. execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of MacroGenics, Inc (the "Company"),
Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder;

     2. do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4,
or 5, complete and execute any amendment or amendments thereto, and timely file
such form with the SEC and any stock exchange or similar authority; and

     3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 8th day of October, 2013.


                                        /s/ Ed Hurwitz
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                                        Signature

                                        Ed Hurwitz
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                                        Printed Name