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, 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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1. Name and Address of Reporting Person *   INTERWEST PARTNERS VIII LP 2. Date of Event Requiring Statement (Month/Day/Year) 10/09/2013 3. Issuer Name and Ticker or Trading Symbol MACROGENICS INC [MGNX] (Last) (First) (Middle) 2710 SAND HILL RD, SUITE 200 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) MENLO PARK, CA 94025 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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 A-1 Convertible Preferred Stock	  (1)	  (1)	Common Stock	12,001,000	$ (1)	I	See Footnote (2)
Series B Convertible Preferred Stock	  (3)	  (3)	Common Stock	10,131,856	$ (3)	I	See Footnote (4)
Series C Convertible Preferred Stock	  (5)	  (5)	Common Stock	5,547,611	$ (5)	I	See Footnote (6)
Series D-2 Convertible Preferred Stock	  (5)	  (5)	Common Stock	613,402	$ (5)	I	See Footnote (7)
Series D-2 Convertible Preferred Stock Warrants	  (8)	  (9)	Common Stock	46,005	$ (5)	I	See Footnote (10)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
INTERWEST PARTNERS VIII LP 2710 SAND HILL RD SUITE 200 MENLO PARK, CA 94025	Â	  X	Â	Â
InterWest Management Partners VIII, LLC 2710 SAND HILL RD SUITE 200 MENLO PARK, CA 94025	Â	  X	Â	Â
INTERWEST INVESTORS VIII L P 2710 SAND HILL RD SUITE 200 MENLO PARK, CA 94025	Â	  X	Â	Â
INTERWEST INVESTORS Q VIII LP 2710 SAND HILL RD SUITE 200 MENLO PARK, CA 94025	Â	  X	Â	Â
CASH HARVEY B 2710 SAND HILL RD SUITE 200 MENLO PARK, CA 94025	Â	  X	Â	Â
GIANOS PHILIP T 2710 SAND HILL RD SUITE 200 MENLO PARK, CA 94025	Â	  X	Â	Â
Kliman Gilbert H 2710 SAND HILL RD SUITE 200 MENLO PARK, CA 94025	Â	  X	Â	Â
HEDRICK W SCOTT 2710 SAND HILL RD SUITE 200 MENLO PARK, CA 94025	Â	  X	Â	Â
Holmes W Stephen 2710 SAND HILL RD SUITE 200 MENLO PARK, CA 94025	Â	  X	Â	Â

Signatures

/s/ W. Stephen Holmes, Managing Director		10/09/2013
**Signature of Reporting Person		Date
/s/ W. Stephen Holmes, Managing Director		10/09/2013
**Signature of Reporting Person		Date
/s/ W. Stephen Holmes, Managing Director		10/09/2013
**Signature of Reporting Person		Date
/s/ W. Stephen Holmes, Managing Director		10/09/2013
**Signature of Reporting Person		Date
/s/ Harvey B. Cash by Karen A. Wilson Power of Attorney		10/09/2013
**Signature of Reporting Person		Date
/s/ Philip T. Gianos by Karen A. Wilson Power of Attorney		10/09/2013
**Signature of Reporting Person		Date
/s/ Gilbert H. Kliman by Karen A. Wilson Power of Attorney		10/09/2013
**Signature of Reporting Person		Date
/s/ W. Scott Hedrick by Karen A. Wilson Power of Attorney		10/09/2013
**Signature of Reporting Person		Date
/s/ W. Stephen Holmes By Karen A. Wilson Power of Attorney		10/09/2013
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Series A-1 Convertible Preferred Stock is convertible into 0.0802 of a share of Common Stock without payment of further consideraton and will automatically convert into 0.0802 of a share of Common Stock upon closing of the Issuer's initial public offering without payment of futher consideration. The shares have no expiration date.
(2)	These securities are held as follows: 11,575,052 by InterWest Partners VIII, LP ("IW8"), 93,748 by InterWest Investors VIII, LP ("II8") and 332,200 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 is convertible into 0.0607 of a share of Common Stock without payment of further consideraton and will automatically convert into 0.0607 of a share of Common Stock upon closing of the Issuer's initial public offering without payment of futher consideration. The shares have no expiration date.
(4)	These securities are held as follows: 9,774,202 by IW8, 78,015 by II8 and 279,639 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 is convertible into 0.0533 of a share of Common Stock without payment of further consideraton and will automatically convert into 0.0533 of a share of Common Stock upon closing of the Issuer's initial public offering without payment of futher consideration. The shares have no expiration date.
(6)	These securities are held as follows: 5,351,780 by IW8, 42,717 by II8 and 153,114 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: 591,749 by IW8, 4,723 by II8 and 16,930 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)	Immediately.
(9)	The warrants will expire upon the closing of the initial public offering.
(10)	These securities are held as follows: 44,381 by IW8, 354 by II8 and 1,270 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.

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