MacroGenics (MGNX) Director RSU Vesting: 52,829 Shares Accelerated

Rhea-AI Filing Summary

Scott Koenig, a director of MacroGenics, Inc. (MGNX), reported vested restricted stock units (RSUs) on 08/13/2025 that converted into common stock. The Form 4 shows two separate RSU vesting transactions under code M, totaling 52,829 RSUs (21,165 and 31,664) with a reported price of $0 per unit because each RSU represents a contingent right to one share. The filing states these vestings occurred pursuant to a Separation and Consulting Agreement that caused 50% of each outstanding unvested RSU to vest, and that vested shares will be delivered as soon as practicable. The Form is signed by an attorney-in-fact on 08/15/2025. The reported beneficial ownership figures following the transactions are shown as 798,580 and 830,244 shares on the two reporting lines.

Positive

• Transparent disclosure of accelerated vesting and exact RSU counts (21,165 and 31,664) on Form 4
• Clear explanation that each RSU represents a contingent right to one share and that vested shares will be delivered

Negative

• None.

Insights

Securities Analyst

TL;DR: Director received 52,829 RSUs that vested under a Separation and Consulting Agreement; this is a non-sale vesting event with limited immediate liquidity impact.

The filing documents two vesting events on 08/13/2025 totaling 52,829 RSUs (21,165 and 31,664). Each RSU is a contingent right to one common share and is reported at $0, consistent with RSU accounting where no cash purchase occurred. The trigger is explicit: a Separation and Consulting Agreement accelerated 50% of outstanding unvested RSUs. This increases the director's reported beneficial ownership balance as shown in the filing. This is a disclosure of ownership change rather than a purchase or sale that would alter market supply.

Corporate Governance Expert

TL;DR: Vesting tied to a Separation and Consulting Agreement suggests a contractual change in relationship; the filing appropriately discloses accelerated RSU vesting and delivery timing.

The Form 4 clearly attributes the accelerated vesting to a Separation and Consulting Agreement and notes vested shares will be delivered as soon as practicable. The report is executed by an attorney-in-fact, indicating proper procedural handling. The disclosure provides material detail about the mechanism of vesting but does not indicate any sale, exercise for cash, or transfer of shares beyond the vesting and forthcoming delivery.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Koenig Scott

(Last) (First) (Middle)

9704 MEDICAL CENTER DRIVE

(Street)

ROCKVILLE MD 20850

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MACROGENICS INC [ MGNX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/13/2025		M		21,165(1)	A	$0(2)	798,580	D
Common Stock	08/13/2025		M		31,664(1)	A	$0(2)	830,244	D

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 Securities Underlying Derivative Security (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: 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
Restricted Stock Unit	$0(2)	08/13/2025		M			21,165	(1)	(1)	Common Stock	21,165	$0	21,165	D
Restricted Stock Unit	$0(2)	08/13/2025		M			31,664	(1)	(1)	Common Stock	31,664	$0	31,663	D

Explanation of Responses:

1. Pursuant to the Separation and Consulting Agreement between the Company and the Reporting Person (the "Separation Agreement"), 50% of the shares with respect to each outstanding and unvested restricted stock unit (RSU) immediately vested. Vested shares will be delivered to the Reporting Person as soon as practicable after the date of vesting.

2. Each restricted stock unit (RSU) represents a contingent right to receive one share of the Issuer's common stock.

Remarks:

	/s/ Beth A. Smith, Attorney-in-fact	08/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Scott Koenig report on Form 4 for MGNX?

The Form 4 reports two RSU vesting transactions on 08/13/2025 totaling 52,829 RSUs (21,165 and 31,664) that converted into rights to common stock.

Why did the RSUs vest for the reporting person?

The filing states 50% of each outstanding unvested RSU immediately vested pursuant to a Separation and Consulting Agreement between the company and the reporting person.

How many shares did the reporting person beneficially own after the transactions?

The Form lists beneficial ownership figures following the transactions as 798,580 and 830,244 shares on the two reporting lines.

Was there any cash paid for the RSUs on vesting?

No cash was reported; each RSU is reported with a price of $0 and represents a contingent right to one share of common stock.

When was the Form 4 signed and filed?

The signature block shows the form was signed by an attorney-in-fact, Beth A. Smith, on 08/15/2025.