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 *
INTERWEST PARTNERS VIII LP
  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)
(Last)
(First)
(Middle)
2710 SAND HILL RD, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
10/16/2013
(Street)

MENLO PARK, CA 94025
4. If Amendment, Date 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
(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   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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

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
    X    
InterWest Management Partners VIII, LLC
2710 SAND HILL RD
SUITE 200
MENLO PARK, CA 94025
    X    
INTERWEST INVESTORS VIII L P
2710 SAND HILL RD
SUITE 200
MENLO PARK, CA 94025
    X    
INTERWEST INVESTORS Q VIII LP
2710 SAND HILL RD
SUITE 200
MENLO PARK, CA 94025
    X    
CASH HARVEY B
2710 SAND HILL RD
SUITE 200
MENLO PARK, CA 94025
    X    
GIANOS PHILIP T
2710 SAND HILL RD
SUITE 200
MENLO PARK, CA 94025
    X    
Kliman Gilbert H
2710 SAND HILL RD
SUITE 200
MENLO PARK, CA 94025
    X    
HEDRICK W SCOTT
2710 SAND HILL RD
SUITE 200
MENLO PARK, CA 94025
    X    
Holmes W Stephen
2710 SAND HILL RD
SUITE 200
MENLO PARK, CA 94025
    X    

Signatures

 /s/ W. Stephen Holmes, Managing Director   10/18/2013
**Signature of Reporting Person Date

 /s/ W. Stephen Holmes, Managing Director   10/18/2013
**Signature of Reporting Person Date

 /s/ W. Stephen Holmes, Managing Director   10/18/2013
**Signature of Reporting Person Date

 /s/ W. Stephen Holmes, Managing Director   10/18/2013
**Signature of Reporting Person Date

 /s/ Harvey B. Cash by Karen A. Wilson Power of Attorney   10/18/2013
**Signature of Reporting Person Date

 /s/ Philip T. Gianos by Karen A. Wilson Power of Attorney   10/18/2013
**Signature of Reporting Person Date

 /s/ Gilbert H. Kliman by Karen A. Wilson Power of Attorney   10/18/2013
**Signature of Reporting Person Date

 /s/ W. Scott Hedrick by Karen A. Wilson Power of Attorney   10/18/2013
**Signature of Reporting Person Date

 /s/ W. Stephen Holmes By Karen A. Wilson Power of Attorney   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 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.

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