schedule13g.htm
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 Securities)
 
 
 
556099109
(CUSIP Number)
 
 
 DECEMBER 31, 2014
 (Date of Event That 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)
 
ý           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
 
 
(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
1,561,635  (a)
 
(6)
Shared Voting Power
-0-
 
(7)
Sole Dispositive Power
1,561,635  (a)
 
(8)
Shared Dispositive Power
-0-
 
 
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,561,635  (a)
 
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
 
 
(11)
Percent of Class Represented by Amount in Row (9)
5.6% (b)
 
 
(12)
Type of Reporting Person
PN
           
_____________________________
(a) Alta BioPharma Partners III, L.P. (“ABPIII”) has sole voting and dispositive control over 1,561,635 shares of common stock (“Common Stock”) of MacroGenics, Inc. (the “Issuer”), except that Alta BioPharma Management III, LLC (“ABMIII”), the general partner of ABPIII, and Farah Champsi (“Champsi”) and Edward Penhoet (“Penhoet”), directors of ABMPIII, may be deemed to share the right to direct the voting and dispositive control over such stock. Additional information about ABPIII is set forth in Attachment A hereto.  The information with respect to the shares of Common Stock beneficially owned by the Reporting Person is provided as of December 31, 2014.
(b) The percentage set forth in row (11) is based on an aggregate of 27,794,963  shares of Common Stock outstanding as of October 31, 2013 as reported in the Issuer’s 10-Q filed on November 12, 2014.

 
 
 

 
CUSIP No. 556099109
 
 
(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
104,877 (c)
 
(6)
Shared Voting Power
-0-
 
(7)
Sole Dispositive Power
104,877 (c)
 
(8)
Shared Dispositive Power
-0-
 
 
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
104,877 (c)
 
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
 
 
(11)
Percent of Class Represented by Amount in Row (9)
0.4% (b)
 
 
(12)
Type of Reporting Person
PN
           
_____________________________
(c) Alta BioPharma Partners III GmbH & Co. Beteiligungs KG (“ABPIIIKG”) has sole voting and dispositive control over 104,877 shares of Common Stock, except that ABMIII, the managing limited partner of ABPIIIKG, Champsi and Penhoet, directors of ABMPIII, may be deemed to share the right to direct the voting and dispositive control over such stock. Additional information about ABPIIIKG is set forth in Attachment A hereto.  The information with respect to the shares of Common Stock beneficially owned by the Reporting Person is provided as of December 31, 2014.

 
 
 

 
CUSIP No. 556099109
 
 
(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
1,666,512 (d)
 
(7)
Sole Dispositive Power
-0-
 
(8)
Shared Dispositive Power
1,666,512 (d)
 
 
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,666,512 (d)
 
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
 
 
(11)
Percent of Class Represented by Amount in Row (9)
6.0% (b)
 
 
(12)
Type of Reporting Person
OO
           
_____________________________
(d) ABMIII shares voting and dispositive power over the 1,561,635 shares of Common Stock beneficially owned by ABPIII and the 104,877 shares of Common Stock beneficially owned by ABPIIIKG. Additional information about ABMIII is set forth in Attachment A hereto.  The information with respect to the shares of Common Stock beneficially owned by the Reporting Person is provided as of December 31, 2014.

 
 
 

[
CUSIP No. 556099109
 
 
(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
38,484 (e)
 
(6)
Shared Voting Power
-0-
 
(7)
Sole Dispositive Power
38,484 (e)
 
(8)
Shared Dispositive Power
-0-
 
 
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
38,484 (e)
 
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
 
 
(11)
Percent of Class Represented by Amount in Row (9)
0.1% (b)
 
 
(12)
Type of Reporting Person
OO
           
_____________________________
(e) Alta Embarcadero BioPharma Partners III, LLC (“AEBPIII”) has sole voting and dispositive control over 38,484 shares of Common Stock, except that Champsi and Penhoet, managing directors of AEBPIII, may be deemed to share the right to direct the voting and dispositive control over such stock. Additional information about AEBPIII is set forth in Attachment A hereto. The information with respect to the shares of Common Stock beneficially owned by the Reporting Person is provided as of December 31, 2014.

 
 
 

CUSIP No. 556099109
 
 
(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
-0-
 
(6)
Shared Voting Power
1,704,996 (h)
 
(7)
Sole Dispositive Power
-0-
 
(8)
Shared Dispositive Power
1,704,996 (h)
 
 
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,704,996 (h)
 
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
 
 
(11)
Percent of Class Represented by Amount in Row (9)
6.1% (b)
 
 
(12)
Type of Reporting Person
IN
           
_____________________________
(h) Champsi shares voting and dispositive control over the 1,561,635 shares of common stock beneficially owned by ABPIII, the 104,877 shares of Common Stock beneficially owned by ABPIIIKG, and the 38,484 shares of Common Stock beneficially owned by AEBPIII. Additional information about Champsi is set forth in Attachment A hereto.  The information with respect to the shares of Common Stock beneficially owned by the Reporting Person is provided as of December 31, 2014.

 
 
 

CUSIP No. 556099109
 
 
(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
-0-
 
(6)
Shared Voting Power
1,704,996 (i)
 
(7)
Sole Dispositive Power
-0-
 
(8)
Shared Dispositive Power
1,704,996 (i)
 
 
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,704,996 (i)
 
 
(10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
 
 
(11)
Percent of Class Represented by Amount in Row (9)
6.1% (b)
 
 
(12)
Type of Reporting Person
IN
           
_____________________________
(i) Penhoet shares voting and dispositive control over the 1,561,635 shares of common stock beneficially owned by ABPIII, the 104,877 shares of Common Stock beneficially owned by ABPIIIKG, and the 38,484 shares of Common Stock beneficially owned by AEBPIII. Additional information about Penhoet is set forth in Attachment A hereto.  The information with respect to the shares of Common Stock beneficially owned by the Reporting Person is provided as of December 31, 2014.

 
 
 


 
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:
FC
United States
     
EP
United States
         
 
(d)
Title of Class of Securities:
Common Stock
 
  
 
(e)
CUSIP Number:
556099109
  
   
Item 3.
Not applicable.
  
             
 
 
 
 
 
 
 
 
 
Item 4
Ownership.
 
The following beneficial ownership information is provided as of December 31, 2014.
 
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 (2)
ABPIII
1,561,635
0
1,561,635
0
1,561,635
1,561,635
5.6%
ABMIII
0
0
1,666,512
0
1,666,512
1,666,512
6.0%
ABPIIIKG
104,877
0
104,877
0
104,877
104,877
0.4%
AEPBIII
38,484
0
38,484
0
38,484
38,484
0.1%
FC
0
0
1,704,996
0
1,704,996
1,704,996
6.1%
EP
0
0
1,704,996
0
1,704,996
1,704,996
6.1%
 

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 ¨
 
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)(H) of the Act.
 
Item 9.
Notice of Dissolution of Group
 
Not applicable.
 
Item 10.
Certification
 
Not applicable.
 
EXHIBITS

A: Joint Filing Statement

 
 
 

 
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, 2015
 
    
     
     
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
    

 
 
 

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, 2015
 
    
     
     
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
    


 
 
 


 
Attachment A
Alta BioPharma Partners III, L.P. beneficially owns 1,561,635 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.
 
Alta BioPharma Partners III GmbH & Co. Beteiligungs KG beneficially owns 104,877 shares of Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.
 
Alta Embarcadero BioPharma Partners III, LLC beneficially owns 38,484 shares Common Stock and exercises sole voting and dispositive control over such shares, except to the extent set forth below.
 
Alta BioPharma Management III, LLC is the general partner of Alta BioPharma Partners III, L.P. and the managing limited partner of Alta BioPharma Partners III GmbH & Co. Beteiligungs KG and may be deemed to share the right to direct the voting and dispositive control over the shares held by such fund.
 
Ms. Farah Champsi is a director of Alta BioPharma Management III, LLC, and a manager of Alta Embarcadero BioPharma Partners III, LLC. She may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds.
 
Mr. Edward Penhoet is a director of Alta BioPharma Management III, LLC, and a manager of Alta Embarcadero BioPharma Partners III, LLC. He may be deemed to share the right to direct the voting and dispositive control over the shares held by such funds.