Frazier Life Sciences-affiliated funds and individuals have filed an amended Schedule 13G reporting no beneficial ownership of MacroGenics, Inc. common stock as of December 31, 2025. Each reporting person lists 0 shares beneficially owned and a 0.0% stake in the company’s common stock.
The filing covers multiple Frazier Life Sciences partnerships and LLCs, as well as James N. Topper and Patrick J. Heron, all organized in Delaware or the United States. They certify that any securities referenced were not acquired or held to change or influence control of MacroGenics, but rather on a passive basis.
Positive
None.
Negative
None.
Insights
Former large holders now report a 0.0% passive stake in MacroGenics.
The filing shows Frazier Life Sciences funds and related individuals collectively reporting 0 shares and a 0.0% beneficial ownership position in MacroGenics, Inc. common stock as of December 31, 2025. This is disclosed via an amended Schedule 13G, which is used for passive holdings.
Item 5 indicates ownership of 5 percent or less of the class, confirming they are no longer 5% holders. The certification also states that any securities were not acquired or held for the purpose of changing or influencing control, emphasizing a non-activist stance.
Future company disclosures may clarify any earlier ownership changes or transactions that led to this 0.0% position, but based on this document alone, the information is limited to current beneficial ownership status and the passive-intent certification.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
MACROGENICS, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
556099109
(CUSIP Number)
12/31/2025
(Date of Event Which 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)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
556099109
1
Names of Reporting Persons
Frazier Life Sciences Public Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
556099109
1
Names of Reporting Persons
FHMLSP, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
556099109
1
Names of Reporting Persons
FHMLSP, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
556099109
1
Names of Reporting Persons
Frazier Life Sciences X, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
556099109
1
Names of Reporting Persons
FHMLS X, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
556099109
1
Names of Reporting Persons
FHMLS X, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
556099109
1
Names of Reporting Persons
Frazier Life Sciences XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
556099109
1
Names of Reporting Persons
FHMLS XI, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
556099109
1
Names of Reporting Persons
FHMLS XI, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
556099109
1
Names of Reporting Persons
James N. Topper
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
556099109
1
Names of Reporting Persons
Patrick J. Heron
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
MACROGENICS, INC.
(b)
Address of issuer's principal executive offices:
9704 Medical Center Drive, Rockville, MD, 20850.
Item 2.
(a)
Name of person filing:
The entities and persons filing this statement (collectively, the "Reporting Persons") are:
Frazier Life Sciences Public Fund, L.P. ("FLSPF")
FHMLSP, L.P.
FHMLSP, L.L.C.
Frazier Life Sciences X, L.P. ("FLS X")
FHMLS X, L.P.
FHMLS X, L.L.C.
Frazier Life Sciences XI, L.P. ("FLS XI")
FHMLS XI, L.P.
FHMLS XI, L.L.C.
James N. Topper ("Topper")
Patrick J. Heron ("Heron" and together with Topper, the "Members")
(b)
Address or principal business office or, if none, residence:
The address of the principal place of business for each of the Reporting Persons is:
c/o Frazier Life Sciences Management, L.P.
1001 Page Mill Rd, Building 4, Suite B
Palo Alto, CA 94304
(c)
Citizenship:
The information contained in row 4 of each Reporting Person's cover page to this Statement is incorporated by reference.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
556099109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information contained in row 9 of each Reporting Person's cover page to this Statement (including the footnotes thereto) is incorporated by reference.
Except as specifically stated herein, the filing of this Statement shall not be construed as an admission that any Reporting Person or any of the foregoing is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Statement or a member of a "group" with any other person.
(b)
Percent of class:
The information contained in row 11 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information contained in row 5 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
The information contained in row 6 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information contained in row 7 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information contained in row 8 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 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 or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Frazier Life Sciences Public Fund, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P., GP of Frazier Life Sciences Public Fund, L.P.
Date:
02/13/2026
FHMLSP, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C., GP of FHMLSP, L.P.
Date:
02/13/2026
FHMLSP, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLSP, L.L.C.
Date:
02/13/2026
Frazier Life Sciences X, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P., GP of Frazier Life Sciences X, L.P.
Date:
02/13/2026
FHMLS X, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS X, L.L.C., GP of FHMLS X, L.P.
Date:
02/13/2026
FHMLS X, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS X, L.L.C.
Date:
02/13/2026
Frazier Life Sciences XI, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P., GP of Frazier Life Sciences XI, L.P.
Date:
02/13/2026
FHMLS XI, L.P.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XI, L.L.C., GP of FHMLS XI, L.P.
Date:
02/13/2026
FHMLS XI, L.L.C.
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, CFO of FHMLS XI, L.L.C.
Date:
02/13/2026
James N. Topper
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, Attorney-in-Fact for James N. Topper, pursuant to a Power of Attorney, a copy of which was filed with the SEC on January 27, 2026
Date:
02/13/2026
Patrick J. Heron
Signature:
/s/ Jennifer Martin
Name/Title:
By Jennifer Martin, Attorney-in-Fact for Patrick Heron, pursuant to a Power of Attorney, a copy of which was filed with the SEC on January 27, 2026
What does the Frazier Life Sciences Schedule 13G/A say about MacroGenics (MGNX) ownership?
The amended Schedule 13G states that Frazier Life Sciences-affiliated funds and individuals now report 0 shares and a 0.0% beneficial ownership of MacroGenics common stock as of December 31, 2025, indicating they are no longer 5% holders.
Which entities are the reporting persons in this MacroGenics (MGNX) Schedule 13G/A?
Reporting persons include Frazier Life Sciences Public Fund, multiple Frazier Life Sciences X and XI partnerships and LLCs, FHMLSP and FHMLS entities, and individuals James N. Topper and Patrick J. Heron, all grouped as “Reporting Persons” in the ownership disclosure.
What percentage of MacroGenics (MGNX) does each Frazier reporting person now beneficially own?
Each reporting person lists an aggregate beneficial ownership of 0.00 shares and a percent of class of 0.0%. They also report 0.00 shares for sole or shared voting and dispositive power, confirming no current beneficial ownership position in MacroGenics common stock.
Why was this amended Schedule 13G for MacroGenics (MGNX) required?
The document shows a Date of Event of December 31, 2025, and reports 0.0% beneficial ownership. Item 5 notes ownership of 5 percent or less of the class, which triggers an update when a former significant holder’s stake falls to or below that threshold.
What intent regarding control of MacroGenics (MGNX) is certified in this Schedule 13G/A?
The certification states the securities referenced were not acquired and are not held to change or influence control of MacroGenics. It also notes they are not held in connection with any transaction having that effect, other than activities solely related to a nomination under Rule 14a-11.
Who signed the MacroGenics (MGNX) Schedule 13G/A on behalf of the Frazier entities?
Jennifer Martin signed multiple times, identifying herself as CFO of various FHMLSP and FHMLS LLC general partners and as Attorney-in-Fact for James N. Topper and Patrick J. Heron, under powers of attorney previously filed with the SEC in January 2026.
