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 *   Galbraith Kenneth 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) C/O MACROGENICS, INC., 9640 MEDICAL CENTER DRIVE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) ROCKVILLE, MD 20850 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 C Convertible Preferred Stock	  (1)	  (1)	Common Stock	19,724,839	$ (1)	I	See Footnote (2)
Series D-2 Convertible Preferred Stock	  (1)	  (1)	Common Stock	3,833,767	$ (1)	I	See Footnote (2)
Series D-2 Convertible Preferred Warrants	  (3)	  (4)	Common Stock	287,533 (1)	$ (1)	I	See Footnote (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Galbraith Kenneth C/O MACROGENICS, INC. 9640 MEDICAL CENTER DRIVE ROCKVILLE, MD 20850	  X	Â	Â	Â

Signatures

/s/ Lynn Cilinski, attorney-in-fact		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 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 consideration and will automatically convert into 0.0533 of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.
(2)	These securities are held by Ventures West 8 Limited Partnership. Kenneth Galbraith is Managing Director of Five Corners Capital, Inc., the general partner of Ventures West 8 Limited Partnership . Kenneth Galbraith disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.
(3)	Immediately.
(4)	The warrants will expire upon the closing of the initial public offering.
  Remarks: Exhibit 24 - Power of Attorney

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