Sec Form 13G Filing - ALTA BIOPHARMA PARTNERS III LP filing for MACROGENICS INC (MGNX) - 2016-02-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>


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
13G
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
13G
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
13G
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
           


 
 
 
CUSIP No. 556099109
13G
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)
Ag gregate 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
13G
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.

 
 
 
CUSIP No. 556099109
13G
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

 
 
 
CUSIP No. 556099109
13G
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:
FC
United States
     
EP
United States
         
 
(d)
Title of Class of Securities:
Common Stock, $0.01 par value per share
 
  
 
(e)
CUSIP Number:
556099109
  
   
Item 3.
Not applicable.
  
             
 
 
 
 
 
 
CUSIP No. 556099109
13G
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.
 

 
 
 
CUSIP No. 556099109
13G
Page 10 of 12 Pages



< td align="left" valign="middle" width="71%">
Notice of Dissolution of Group
Item 9.
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
    

 
 
 
CUSIP No. 556099109
13G
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