Edgar Filing: MACROGENICS INC

schedule13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

MACROGENICS

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

556099109

(CUSIP Number)

DECEMBER 31, 2015

(Date of Event That Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o 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. 556099109

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Page 2 of 12 Pages

	(1)	Names of Reporting Persons. Alta BioPharma Partners III, L.P.
	(2)	Check the Appropriate Box if a Member of a Group
		(a)		o
		(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 o
	(11)	Percent of Class Represented by Amount in Row (9) 0%
	(12)	Type of Reporting Person PN

CUSIP No. 556099109

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Page 3 of 12 Pages

	(1)	Names of Reporting Persons. Alta BioPharma Partners III GmbH & Co. Beteiligungs KG
	(2)	Check the Appropriate Box if a Member of a Group
		(a)		o
		(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 o
	(11)	Percent of Class Represented by Amount in Row (9) 0%
	(12)	Type of Reporting Person PN

CUSIP No. 556099109

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Page 4 of 12 Pages

	(1)	Names of Reporting Persons. Alta BioPharma Management III, LLC
	(2)	Check the Appropriate Box if a Member of a Group
		(a)		o
		(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 o

	(11)	Percent of Class Represented by Amount in Row (9) 0%
	(12)	Type of Reporting Person OO

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Page 5 of 12 Pages

	(1)	Names of Reporting Persons. Alta Embarcadero BioPharma Partners III, LLC
	(2)	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	(3)	SEC Use Only
	(4)	Citizenship or Place of Organization California
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 o
	(11)	Percent of Class Represented by Amount in Row (9) 0%
	(12)	Type of Reporting Person OO

CUSIP No. 556099109

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Page 6 of 12 Pages

	(1)	Names of Reporting Persons. Farah Champsi
	(2)	Check the Appropriate Box if a Member of a Group
		(a)		o
		(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 27,630
			(6)		Shared Voting Power -0-
			(7)		Sole Dispositive Power 27,630
			(8)		Shared Dispositive Power -0-
	(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 27,630
	(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
	(11)	Percent of Class Represented by Amount in Row (9) 0% (a)
	(12)	Type of Reporting Person IN

(a) The percentage set forth in row (11) is based on 34,312,353 shares of Common Stock outstanding as of October 30, 2015 as reported in the Issuer’s 10-Q for the quarter ended September 30, 2015 as filed with the Securities and Exchange Commission on November 4, 2015. The information with respect to the shares of Common Stock beneficially owned by the Reporting Person is provided as of December 31, 2015.

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Page 7 of 12 Pages

	(1)	Names of Reporting Persons. Edward Penhoet
	(2)	Check the Appropriate Box if a Member of a Group
		(a)		o
		(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 11,380
			(6)		Shared Voting Power -0-
			(7)		Sole Dispositive Power 11,380
			(8)		Shared Dispositive Power -0-
	(9)	Aggregate Amount Beneficially Owned by Each Reporting Person 11,380
	(10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
	(11)	Percent of Class Represented by Amount in Row (9) 0% (a)
	(12)	Type of Reporting Person IN

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Page 8 of 12 Pages

Item 1.

(a)

Name of Issuer:

Macrogenics, Inc. (“Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

9640 Medical Center Drive

Rockville, Maryland 20850

Item 2.

(a)

Name of Person Filing:

Alta BioPharma Partners III, L.P. (“ABPIII”)

Alta BioPharma Management III, LLC (“ABMIII”)

Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (“ABPIIIKG”)

Alta Embarcadero BioPharma Partners III, LLC (“AEBPIII”)

Farah Champsi (“FC”)

Edward Penhoet (“EP”)

(b)

Address of Principal Business Office:

One Embarcadero Center, Suite 3700

San Francisco, CA 94111

(c)

Citizenship/Place of Organization:

Entities:

ABPIII

Delaware

ABMIII

Delaware

ABPIIIKG

Germany

AEBPIII

California

Individuals:

United States

(d)

Title of Class of Securities:

Common Stock, $0.01 par value per share

(e)

CUSIP Number:

556099109

Item 3.

Not applicable.

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Page 9 of 12 Pages

Item 4 Ownership.

The following beneficial ownership information is provided as of December 31, 2015.

Please see Attachment A

Fund Entities	Shares Held Directly	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Beneficial Ownership	Percentage of Class
ABPIII	0	0	0	0	0	0	0%
ABMIII	0	0	0	0	0	0	0%
ABPIIIKG	0	0	0	0	0	0	0%
AEPBIII	0	0	0	0	0	0	0%
FC	27,630	27,630	0	27,630	0	27,630	0%
EP	11,380	11,380	0	11,380	0	11,380	0%

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 5 percent of the class of securities, check the following ý

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.

Item 8.	Identification and Classification of Members of the Group
No reporting person is a member of a group as defined in Section 240.13d-1(b)(1)(ii)(J) of the Act.

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Page 10 of 12 Pages

Item 9.	Notice of Dissolution of Group
Not applicable.
Item 10.	Certification
Not applicable.

EXHIBITS

A: Joint Filing Statement

CUSIP No. 556099109

13G

Page 11 of 12 Pages

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.

Date:	February 12, 2016


ALTA BIOPHARMA PARTNERS III, L.P.		ALTA BIOPHARMA MANAGEMENT III, LLC
By: Alta BioPharma Management III, LLC


By:	/s/ Farah Champsi	By:	/s/ Farah Champsi
	Farah Champsi, Director		Farah Champsi, Director


ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC		ALTA BIOPHARMA PARTNERS III GMBH &CO. BETEILIGUNGS KG
		By: Alta BioPharma Management III, LLC


By:	/s/ Farah Champsi		/s/ Farah Champsi
	Farah Champsi, Manager		Farah Champsi, Director


	/s/ Farah Champsi
	Farah Champsi


	/s/ Edward Penhoet
	Edward Penhoet

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Page 12 of 12 Pages

EXHIBIT A

AGREEMENT OF JOINT FILING

We, the undersigned, hereby express our agreement that the attached Schedule 13G is filed on behalf of us.

Date:	February 12, 2016


ALTA BIOPHARMA PARTNERS III, L.P.		ALTA BIOPHARMA MANAGEMENT III, LLC
By: Alta BioPharma Management III, LLC


By:	/s/ Farah Champsi	By:	/s/ Farah Champsi
	Farah Champsi, Director		Farah Champsi, Director


ALTA EMBARCADERO BIOPHARMA PARTNERS III, LLC		ALTA BIOPHARMA PARTNERS III GMBH &CO. BETEILIGUNGS KG
		By: Alta BioPharma Management III, LLC


By:	/s/ Farah Champsi		/s/ Farah Champsi
	Farah Champsi, Manager		Farah Champsi, Director


	/s/ Farah Champsi
	Farah Champsi


	/s/ Edward Penhoet
	Edward Penhoet