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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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OMB Number: 3235-0287
Estimated average burden
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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
INTERWEST PARTNERS VIII LP
(Last) (First) (Middle)
2710 SAND HILL RD
SUITE 200
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MACROGENICS INC [ MGNX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/16/2013 C 962,819 A (1) 962,819 I See Footnote(2)
Common Stock 10/16/2013 C 615,284 A (3) 1,578,103 I See Footnote(4)
Common Stock 10/16/2013 C 295,494 A (5) 1,873,597 I See Footnote(6)
Common Stock 10/16/2013 C 32,671 A (5) 1,906,268 I See Footnote(7)
Common Stock 10/16/2013 C 2,448 A (5) 1,908,716 I See Footnote(9)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Convertible Preferred Stock (1) 10/16/2013 C 12,001,000 (1) (1) Common Stock 962,819 (1) 0 I See Footnote(2)
Series B Convertible Preferred Stock (3) 10/16/2013 C 10,131,856 (3) (3) Common Stock 615,284 (3) 0 I See Footnote(4)
Series C Convertible Preferred Stock (5) 10/16/2013 C 5,547,611 (5) (5) Common Stock 295,494 (5) 0 I See Footnote(6)
Series D-2 Convertible Preferred Stock (5) 10/16/2013 C 613,402 (5) (5) Common Stock 32,671 (5) 0 I See Footnote(7)
Series D-2 Convertible Preferred Stock Warrant to buy $12.2425 10/16/2013 X 46,005 (10) 10/16/2013 Series D-2 Convertible Preferred Stock 2,448 (8) 0 I See Footnote(9)
Series D-2 Convertible Preferred Stock (5) 10/16/2013 C 2,448 (5) (5) Common Stock 2,448 (8) 0 I See Footnote(9)
1. Name and Address of Reporting Person*
INTERWEST PARTNERS VIII LP
(Last) (First) (Middle)
2710 SAND HILL RD
SUITE 200
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
InterWest Management Partners VIII, LLC
(Last) (First) (Middle)
2710 SAND HILL RD
SUITE 200
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
INTERWEST INVESTORS VIII L P
(Last) (First) (Middle)
2710 SAND HILL RD
SUITE 200
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
INTERWEST INVESTORS Q VIII LP
(Last) (First) (Middle)
2710 SAND HILL RD
SUITE 200
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
CASH HARVEY B
(Last) (First) (Middle)
2710 SAND HILL RD
SUITE 200
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
GIANOS PHILIP T
(Last) (First) (Middle)
2710 SAND HILL RD
SUITE 200
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kliman Gilbert H
(Last) (First) (Middle)
2710 SAND HILL RD
SUITE 200
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
HEDRICK W SCOTT
(Last) (First) (Middle)
2710 SAND HILL RD
SUITE 200
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Holmes W Stephen
(Last) (First) (Middle)
2710 SAND HILL RD
SUITE 200
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Explanation of Responses:
1. Each share of Series A-1 Convertible Preferred Stock converted into approximately 0.0802 of a share of Common Stock without payment of further consideraton upon the closing of the Issuer's initial public offering. The shares had no expiration date.
2. These securities are held as follows: 928,647 by InterWest Partners VIII, LP ("IW8"), 7,521 by InterWest Investors VIII, LP ("II8") and 26,651 by InterWest Investors Q VIII, LP ("IIQ8") (collectively, the "InterWest Funds"). InterWest Management Partners VIII, LLC ("IMP8") is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.
3. Each share of Series B Convertible Preferred Stock converted into approximately 0.0607 of a share of Common Stock without payment of further consideraton upon closing of the Issuer's initial public offering. The shares had no expiration date.
4. These securities are held as follows: 593,566 by IW8, 4,737 by II8 and 16,981 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.
5. Each share of Series C Convertible Preferred Stock and each share of Series D-2 Convertible Preferred Stock converted into approximately 0.0533 of a share of Common Stock without payment of further consideraton upon closing of the Issuer's initial public offering. The shares had no expiration date.
6. These securities are held as follows: 285,064 by IW8, 2,275 by II8 and 8,155 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.
7. These securities are held as follows: 31,519 by IW8, 251 by II8 and 901 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.
8. Upon exercise, each Series D-2 Convertible Preferred Warrant converted into an equal number of shares of Series D-2 Convertible Preferred Stock. Had the warrants not been exercised, they would have expired upon the closing of the initial public offering. Upon the closing of the Issuer's initial public offering each share of Series D-2 Convertible Preferred Stock then converted into approximately 0.0533 of a share of Common Stock without payment of further consideration. The shares of Series D-2 Convertible Preferred Stock had no expiration date.
9. These securities are held as follows: 2,363 by IW8, 18 by II8 and 67 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.
10. Immediately.
/s/ W. Stephen Holmes, Managing Director 10/18/2013
/s/ W. Stephen Holmes, Managing Director 10/18/2013
/s/ W. Stephen Holmes, Managing Director 10/18/2013
/s/ W. Stephen Holmes, Managing Director 10/18/2013
/s/ Harvey B. Cash by Karen A. Wilson Power of Attorney 10/18/2013
/s/ Philip T. Gianos by Karen A. Wilson Power of Attorney 10/18/2013
/s/ Gilbert H. Kliman by Karen A. Wilson Power of Attorney 10/18/2013
/s/ W. Scott Hedrick by Karen A. Wilson Power of Attorney 10/18/2013
/s/ W. Stephen Holmes By Karen A. Wilson Power of Attorney 10/18/2013
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
Exhibit 99 

                                                                           Exhibit 99

                         FORM 3 JOINT FILER INFORMATION

Name of
"Reporting Persons":               InterWest Partners VIII, L.P. ("IW8")
                                   InterWest Investors VIII, L.P. ("II8")
                                   InterWest Investors QVIII, L.P. ("IIQ8")
                                   InterWest Management Partners VIII, LLC ("IMP8")

                                   Harvey B. Cash
                                   Philip T. Gianos
                                   W. Scott Hedrick
                                   W. Stephen Holmes
                                   Gilbert H. Kliman

Address:                           2710 Sand Hill Road, Suite 200
                                   Menlo Park, CA  94025

Designated Filer:                  InterWest Partners VIII, L.P.

Issuer and Ticker Symbol:          MacroGenics, Inc. ("MGNX")

Date of Event:                     October 16, 2013

Each of the following is a Joint Filer with InterWest Partners VIII L.P. ("IW8") and
may be deemed to share indirect beneficial ownership in the securities set forth on
the attached Form 4:

InterWest Management Partners VIII, LLC ("IMP8") is the general partner of IW8, II8,
and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8
and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Scott Hedrick, W. Stephen Holmes,
Gilbert H. Kliman, and Arnold L. Oronsky are Managing Directors of IMP8. Arnold L.
Oronsky, a Managing Director of IMP8 is also a Director of the Issuer, and has filed
a separate Form 4 in his own name.

All Reporting Persons disclaim beneficial ownership of shares of MacroGenics, Inc.
stock held by IW8, II8, and IIQ8, except to the extent of their respective pecuniary
interest therein. The filing of this statement shall not be deemed an admission that,
for purposes of Section 16 of the Securities Exchange Act of 1934, or otherwise, any
of the Reporting Persons are the beneficial owner of all of the equity securities
covered by this statement.

Each of the Reporting Persons listed above has designated InterWest Partners VIII,
L.P. as its designated filer of Forms 3, 4 and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934 and the rules thereunder. Each Reporting Person
has appointed InterWest Management Partners VIII, LLC as its attorney in fact for the
purpose of making reports relating to transaction in MacroGenics, Inc. Common Stock.

INTERWEST PARTNERS VIII, L.P.

By: InterWest Management Partners VIII, LLC
    Its General Partner

    /s/ W. Stephen Holmes
By: --------------------------------------
    W. Stephen Holmes, Managing Director

INTERWEST INVESTORS VIII, L.P.

By: InterWest Management Partners VIII, LLC
    Its General Partner

    /s/ W. Stephen Holmes
By: --------------------------------------
    W. Stephen Holmes, Managing Director

INTERWEST INVESTORS Q VIII, L.P.

By: InterWest Management Partners VIII, LLC
    Its General Partner

    /s/ W. Stephen Holmes
By: ---------------------------------------
    W. Stephen Holmes, Managing Director

INTERWEST MANAGEMENT PARTNERS VIII, LLC

    /s/ W. Stephen Holmes
By: ------------------------------------
    W. Stephen Holmes, Managing Director

Harvey B. Cash, an individual                   W. Stephen Holmes, an individual
By: InterWest Management Partners VIII, LLC,    By: InterWest Management Partners VIII, LLC,
    as Attorney-in-Fact                         as Attorney-in-Fact

    /s/ Karen A. Wilson                            /s/ Karen A. Wilson
By: --------------------------------------      By:-----------------------------------------
    Karen A. Wilson, Power of Attorney                Karen A. Wilson, Power of Attorney

Philip T. Gianos, an individual                 Gilbert H. Kliman, an individual
By: InterWest Management Partners VIII, LLC,    By: InterWest Management Partners VIII, LLC,
    as Attorney-in-Fact                             as Attorney-in-Fact

    /s/ Karen A. Wilson                             /s/ Karen A. Wilson
By: ---------------------------------------     By: -----------------------------------------
    Karen A. Wilson, Power of Attorney                Karen A. Wilson, Power of Attorney

W. Scott Hedrick, an individual
By: InterWest Management Partners VIII, LLC,
    as Attorney-in-Fact

    /s/ Karen A. Wilson
By: --------------------------------------
    Karen A. Wilson, Power of Attorney