Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HURWITZ EDWARD
  2. Issuer Name and Ticker or Trading Symbol
MACROGENICS INC [MGNX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MACROGENICS, INC., 9640 MEDICAL CENTER DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2013
(Street)

ROCKVILLE, MD 20850
4. If Amendment, Date 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
(City)
(State)
(Zip)
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   1,137,332 A (1) 1,137,332 I See Footnote (2)
Common Stock 10/16/2013   C   656,657 A (3) 1,793,989 I See Footnote (4)
Common Stock 10/16/2013   C   204,206 A (3) 1,998,195 I See Footnote (5)
Common Stock 10/16/2013   X   15,314 A (6) 2,013,509 I See Footnote (7)

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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 Underlying Securities
(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 of Derivative Security: 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 B Convertible Preferred Stock (1) 10/16/2013   C     18,728,346   (1)   (1) Common Stock 1,137,332 (1) 0 I See Footnote (2)
Series C Convertible Preferred Stock (3) 10/16/2013   C     12,328,024   (3)   (3) Common Stock 656,657 (3) 0 I See Footnote (4)
Series D-2 Convertible Preferred Stock (3) 10/16/2013   C     3,833,767   (3)   (3) Common Stock 204,206 (3) 0 I See Footnote (5)
Series D-2 Convertible Preferred Warrants (3) 10/16/2013   X     287,533   (8) 10/16/2013 Common Stock 15,314 (6) 0 I See Footnote (7)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HURWITZ EDWARD
C/O MACROGENICS, INC.
9640 MEDICAL CENTER DRIVE
ROCKVILLE, MD 20850
  X      

Signatures

 /s/ Lynn Cilinski, attorney-in-fact   10/18/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of Series B Convertible Preferred Stock converted into approximately 0.0607 of a share of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering. The shares had no expiration date.
(2) These securities are held as follows: 1,041,702 by Alta BioPharma Partners III, L.P. ("ABP III"), 69,959 by Alta BioPharma Partners III LP GmbH ("ABP III KG") and 25,671 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 of AEBP 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 converted into approximately 0.0533 of a share of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering. The shares had no expiration date.
(4) These securities are held as follows: 601,443 by ABP III , 40,392 by ABP III KG and 14,822 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: 187,036 by ABP III , 12,561 by ABP III KG and 4,609 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) As exercised, 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.
(7) These securities are held as follows: 14,027 by ABP III, 942 by ABP III KG and 345 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.
(8) Immediately.

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