UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
Macrogenics, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
556099 10 9
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
MPM BioVentures II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 2 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
MPM BioVentures II-QP, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 3 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Germany | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 4 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
MPM Asset Management Investors 2000B LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
Page 5 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
MPM BioVentures IV Strategic Fund, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
Page 6 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
MPM Asset Management II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 7 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
MPM Asset Management II LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
Page 8 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
MPM BioVentures IV GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
Page 9 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
MPM BioVentures IV LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
Page 10 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
Ansbert Gadicke | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
5,359* | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
5,359* | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,359* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | 1,021 of the shares are held by the Gadicke Revocable Trust, of which the reporting person is trustee. |
Page 11 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
Luke Evnin | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
14,836* | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
14,836* | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,836* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | 2,752 of the shares are held by The Evnin/Wright 2000 Children’s Trust, of which the reporting person is trustee. |
Page 12 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
Nicholas Galakatos | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
2,247* | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
2,247* | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,247* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | 674 of the shares are held by AAG Peakham LLC, of which the reporting person is a member. |
Page 13 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
Michael Steinmetz | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
2,042 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
2,042 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,042 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
Page 14 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
Kurt Wheeler | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
1,021 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,021 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,021 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
Page 15 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
Todd Foley | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
615 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
615 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
615 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
Page 16 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
Vaughn Kalian | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
2,436 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
2,436 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,436 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
Page 17 of 27
| CUSIP No. 556099 10 9 |
| 1. | Name of Reporting Persons
James Paul Scopa | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
1,964 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,964 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,964 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
Page 18 of 27
CUSIP No. 556099 10 9
Item 1.
| (a) | Name of Issuer |
Macrogenics, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
9640 Medical Center Drive
Rockville, MD 20850
Item 2.
| (a) | Name of Person Filing |
MPM BioVentures II, LP
MPM BioVentures II-QP, L.P.
MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG
MPM Asset Management Investors 2000B LLC
MPM BioVentures IV Strategic Fund, L.P.
MPM Asset Management II, L.P.
MPM Asset Management II LLC
MPM BioVentures IV GP LLC
MPM BioVentures IV LLC
Ansbert Gadicke
Luke Evnin
Nicholas Galakatos
Michael Steinmetz
Kurt Wheeler
Todd Foley
Vaughn Kailian
James Paul Scopa
| (b) | Address of Principal Business Office or, if none, Residence |
c/o MPM Capital LLC
The John Hancock Tower
200 Clarendon Street, 54th Floor
Boston, MA 02116
| (c) | Citizenship |
All entities were organized in Delaware except MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG, which was organized in Germany. The individuals are all United States citizens.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
556099 10 9
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
Page 19 of 27
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: |
| MPM BioVentures II, L.P. |
0 | |
| MPM BioVentures II-QP, L.P. |
0 | |
| MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG |
0 | |
| MPM Asset Management Investors 2000B LLC |
0 | |
| MPM BioVentures IV Strategic Fund, L.P. |
0 | |
| MPM Asset Management II, L.P. |
0 | |
| MPM Asset Management II LLC |
0 | |
| MPM BioVentures IV GP LLC |
0 | |
| MPM BioVentures IV LLC |
0 | |
| Ansbert Gadicke |
5,359(1)(2) | |
| Luke B. Evnin |
14,836(1)(3) | |
| Nicholas Galakatos |
2,247(1)(4) | |
| Michael Steinmetz |
2,042(1) | |
| Kurt Wheeler |
1,021(1) | |
| Todd Foley |
615(1) | |
| Vaughn Kalian |
2,436(1) | |
| James Paul Scopa |
1,964(1) |
Percent of Class:
| MPM BioVentures II, L.P. |
0.0% | |
| MPM BioVentures II-QP, L.P. |
0.0% | |
| MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG |
0.0% | |
| MPM Asset Management Investors 2000B LLC |
0.0% | |
| MPM BioVentures IV Strategic Fund, L.P. |
0.0% | |
| MPM Asset Management II, L.P. |
0.0% | |
| MPM Asset Management II LLC |
0.0% | |
| MPM BioVentures IV GP LLC |
0.0% | |
| MPM BioVentures IV LLC |
0.0% | |
| Ansbert Gadicke |
0.0% | |
| Luke B. Evnin |
0.1% | |
| Nicholas Galakatos |
0.0% | |
| Michael Steinmetz |
0.0% | |
| Kurt Wheeler |
0.0% | |
| Todd Foley |
0.0% | |
| Vaughn Kalian |
0.0% | |
| James Paul Scopa |
0.0% |
Page 20 of 27
| (b) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote |
| MPM BioVentures II, L.P. |
0 | |
| MPM BioVentures II-QP, L.P. |
0 | |
| MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG |
0 | |
| MPM Asset Management Investors 2000B LLC |
0 | |
| MPM BioVentures IV Strategic Fund, L.P. |
0 | |
| MPM Asset Management II, L.P. |
0 | |
| MPM Asset Management II LLC |
0 | |
| MPM BioVentures IV GP LLC |
0 | |
| MPM BioVentures IV LLC |
0 | |
| Ansbert Gadicke |
5,359(1)(2) | |
| Luke B. Evnin |
14,836(1)(3) | |
| Nicholas Galakatos |
2,247(1)(4) | |
| Michael Steinmetz |
2,042(1) | |
| Kurt Wheeler |
1,021(1) | |
| Todd Foley |
615(1) | |
| Vaughn Kalian |
2,436(1) | |
| James Paul Scopa |
1,964(1) |
| (ii) | Shared power to vote or to direct the vote |
| MPM BioVentures II, L.P. |
0 | |
| MPM BioVentures II-QP, L.P. |
0 | |
| MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG |
0 | |
| MPM Asset Management Investors 2000B LLC |
0 | |
| MPM BioVentures IV Strategic Fund, L.P. |
0 | |
| MPM Asset Management II, L.P. |
0 | |
| MPM Asset Management II LLC |
0 | |
| MPM BioVentures IV GP LLC |
0 | |
| MPM BioVentures IV LLC |
0 | |
| Ansbert Gadicke |
0 | |
| Luke B. Evnin |
0 | |
| Nicholas Galakatos |
0 | |
| Michael Steinmetz |
0 | |
| Kurt Wheeler |
0 | |
| Todd Foley |
0 | |
| Vaughn Kalian |
0 | |
| James Paul Scopa |
0 |
Page 21 of 27
| (iii) | Sole power to dispose or to direct the disposition of |
| MPM BioVentures II, LP |
0 | |
| MPM BioVentures II-QP, L.P. |
0 | |
| MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG |
0 | |
| MPM Asset Management Investors 2000B LLC |
0 | |
| MPM BioVentures IV Strategic Fund, L.P. |
0 | |
| MPM Asset Management II, L.P. |
0 | |
| MPM Asset Management II LLC |
0 | |
| MPM BioVentures IV GP LLC |
0 | |
| MPM BioVentures IV LLC |
0 | |
| Ansbert Gadicke |
5,359(1)(2) | |
| Luke Evnin |
14,836(1)(3) | |
| Nicholas Galakatos |
2,247(1)(4) | |
| Michael Steinmetz |
2,042(1) | |
| Kurt Wheeler |
1,021(1) | |
| Todd Foley |
615(1) | |
| Vaughn Kalian |
2,436(1) | |
| James Paul Scopa |
1,964(1) |
| (iv) | Shared power to dispose or to direct the disposition of |
| MPM BioVentures II, LP |
0 | |||
| MPM BioVentures II-QP, L.P. |
0 | |||
| MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG |
0 | |||
| MPM Asset Management Investors 2000B BVII LLC |
0 | |||
| MPM BioVentures IV Strategic Fund, L.P. |
0 | |||
| MPM Asset Management II, L.P. |
0 | |||
| MPM Asset Management II LLC |
0 | |||
| MPM BioVentures IV GP LLC |
0 | |||
| MPM BioVentures IV LLC |
0 | |||
| Ansbert Gadicke |
0 | |||
| Luke B. Evnin |
0 | |||
| Nicholas Galakatos |
0 | |||
| Michael Steinmetz |
0 | |||
| Kurt Wheeler |
0 | |||
| Todd Foley |
0 | |||
| Vaughn Kalian |
0 | |||
| James Paul Scopa |
0 |
| (1) | Shares received in a pro rata distribution by the funds on April 7, 2014 that may have been subsequently sold. |
| (2) | 1,021 of the shares are held by the Gadicke Revocable Trust, of which the reporting person is trustee. |
| (3) | 2,752 of the shares are held by The Evnin/Wright 2000 Children’s Trust, of which the reporting person is trustee. |
| (4) | 674 of the shares are held by AAG Peakham LLC, of which the reporting person is a member. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
Page 22 of 27
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of a Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
Page 23 of 27
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 4, 2015
| MPM BIOVENTURES II, L.P. | MPM BIOVENTURES II-QP, L.P. | |||||||
| By: | MPM Asset Management II, L.P., | By: | MPM Asset Management II, L.P., | |||||
| its General Partner | its General Partner | |||||||
| By: | MPM Asset Management II LLC, | By: | MPM Asset Management II LLC, | |||||
| its General Partner | its General Partner | |||||||
| By: | /s/ Luke Evnin |
By: | /s/ Luke Evnin | |||||
| Name: Luke Evnin | Name: Luke Evnin | |||||||
| Title: Investment Manager | Title: Investment Manager | |||||||
| MPM BIOVENTURES GMBH & CO. PARALLEL- | MPM ASSET MANAGEMENT INVESTORS 2000B LLC | |||||||
| BETEILIGUNGS KG | ||||||||
| By: | MPM Asset Management II LP, in its capacity as the | |||||||
| Special Limited Partner | By: | /s/ Luke Evnin | ||||||
| Name: Luke Evnin | ||||||||
| By: | MPM Asset Management II LLC, its General Partner | Title: Investment Manager | ||||||
| By: | /s/ Luke Evnin |
|||||||
| Name: Luke Evnin | ||||||||
| Title: Investment Manager | ||||||||
| MPM BIOVENTURES IV STRATEGIC FUND, L.P. | ||||||||
| By: | MPM BioVentures IV GP LLC, | |||||||
| its General Partner | ||||||||
| By: | MPM BioVentures IV LLC, | |||||||
| its Managing Member | ||||||||
| By: | /s/ Luke Evnin |
|||||||
| Name: Luke Evnin | ||||||||
| Title: Member | ||||||||
| MPM ASSET MANAGEMENT II L.P. | MPM ASSET MANAGEMENT II LLC | |||||||
| By: | MPM Asset Management II LLC, its General Partner | |||||||
| By: | /s/ Luke Evnin |
By: | /s/ Luke Evnin | |||||
| Name: Luke Evnin | Name: Luke Evnin | |||||||
| Title: Investment Manager | Title: Investment Manager | |||||||
Page 24 of 27
| MPM BIOVENTURES IV GP LLC | MPM BIOVENTURES IV LLC | |||||||
| By: | MPM BioVentures IV LLC, | By: | /s/ Luke Evnin | |||||
| its Managing Member | Name: | Luke Evnin | ||||||
| Title: | Member | |||||||
| By: | /s/ Luke Evnin |
|||||||
| Name: | Luke Evnin | |||||||
| Title: | Member | |||||||
| /s/ Ansbert Gadicke | /s/ Luke Evnin | |||||||
| Ansbert Gadicke | Luke Evnin | |||||||
| /s/ Nicholas Galakatos | /s/ Michael Steinmetz | |||||||
| Nicholas Galakatos | Michael Steinmetz | |||||||
| /s/ Kurt Wheeler | /s/ Todd Foley | |||||||
| Kurt Wheeler | Todd Foley | |||||||
| /s/ James Paul Scopa | /s/ Vaughn M. Kailian | |||||||
| James Paul Scopa | Vaughn M. Kailian | |||||||
EXHIBITS
| A: | Joint Filing Agreement |
Page 25 of 27
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Macrogenics, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 4th day of February, 2015.
| MPM BIOVENTURES II, L.P. | MPM BIOVENTURES II-QP, L.P. | |||||||
| By: | MPM Asset Management II, L.P., | By: | MPM Asset Management II, L.P., | |||||
| its General Partner | its General Partner | |||||||
| By: | MPM Asset Management II LLC, | By: | MPM Asset Management II LLC, | |||||
| its General Partner | its General Partner | |||||||
| By: | /s/ Luke Evnin |
By: | /s/ Luke Evnin | |||||
| Name: Luke Evnin | Name: Luke Evnin | |||||||
| Title: Investment Manager | Title: Investment Manager | |||||||
| MPM BIOVENTURES GMBH & CO. PARALLEL- | MPM ASSET MANAGEMENT INVESTORS 2000B LLC | |||||||
| BETEILIGUNGS KG | ||||||||
| By: | MPM Asset Management II LP, in its capacity as the | |||||||
| Special Limited Partner | By: | /s/ Luke Evnin | ||||||
| Name: Luke Evnin | ||||||||
| By: | MPM Asset Management II LLC, its General Partner | Title: Investment Manager | ||||||
| By: | /s/ Luke Evnin |
|||||||
| Name: Luke Evnin | ||||||||
| Title: Investment Manager | ||||||||
| MPM BIOVENTURES IV STRATEGIC FUND, L.P. | ||||||||
| By: | MPM BioVentures IV GP LLC, | |||||||
| its General Partner | ||||||||
| By: | MPM BioVentures IV LLC, | |||||||
| its Managing Member | ||||||||
| By: | /s/ Luke Evnin |
|||||||
| Name: Luke Evnin | ||||||||
| Title: Member | ||||||||
| MPM ASSET MANAGEMENT II L.P. | MPM ASSET MANAGEMENT II LLC | |||||||
| By: | MPM Asset Management II LLC, its General Partner | |||||||
| By: | /s/ Luke Evnin |
By: | /s/ Luke Evnin | |||||
| Name: Luke Evnin | Name: Luke Evnin | |||||||
| Title: Investment Manager | Title: Investment Manager | |||||||
Page 26 of 27
| MPM BIOVENTURES IV GP LLC | MPM BIOVENTURES IV LLC | |||||||
| By: | MPM BioVentures IV LLC, | By: | /s/ Luke Evnin | |||||
| its Managing Member | Name: | Luke Evnin | ||||||
| Title: | Member | |||||||
| By: | /s/ Luke Evnin |
|||||||
| Name: | Luke Evnin | |||||||
| Title: | Member | |||||||
| /s/ Ansbert Gadicke | /s/ Luke Evnin | |||||||
| Ansbert Gadicke | Luke Evnin | |||||||
| /s/ Nicholas Galakatos | /s/ Michael Steinmetz | |||||||
| Nicholas Galakatos | Michael Steinmetz | |||||||
| /s/ Kurt Wheeler | /s/ Todd Foley | |||||||
| Kurt Wheeler | Todd Foley | |||||||
| /s/ James Paul Scopa | /s/ Vaughn M. Kailian | |||||||
| James Paul Scopa | Vaughn M. Kailian | |||||||
Page 27 of 27