Item 5.02            Departure of Directors or Certain Officers; Election of Directors;
                     Appointment of Certain Officers; Compensatory Arrangements of Certain
                     Officers.

On January 3, 2023, the Board of Directors (the "Board") of MacroGenics, Inc. (the "Company") approved the appointment of Meenu Chhabra Karson to serve as a director on the Board, effective January 3, 2023 (the "Effective Date"). Ms. Chhabra Karson has been designated as a Class III director to hold office until the Company's 2025 Annual Meeting of Stockholders, or until her successor has been duly elected and qualified, or until her earlier death, resignation or removal. Ms. Chhabra Karson has been appointed to the Audit Committee, effective as of the Effective Date.

Consistent with the Company's Director Compensation Program for non-employee directors, as described under the heading "Director Compensation" in the Company's most recent definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2022, Ms. Chhabra Karson will receive an annual retainer as compensation for her service. In addition, upon appointment to the Board, Ms. Chhabra Karson will be granted an option to purchase 36,000 shares of the Company's common stock at an exercise price equal to the closing market price of the Company's common stock on the Effective Date, vesting in thirty six (36) substantially equal monthly portions beginning on the first monthly anniversary of the date of grant, subject to Ms. Chhabra Karson's continued service on the Board through each vesting date.

There are no arrangements or understandings between Ms. Chhabra Karson and any other person pursuant to which Ms. Chhabra Karson was selected as a director, and there are no transactions in which the Company is a party and in which Ms. Chhabra Karson has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On January 4, 2023, the Company issued a press release (the "Press Release") announcing the appointment of Ms. Chhabra Karson and Dr. Margaret A. Liu to the Board. A copy of the Press Release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this item of this report.



Item 9.01               Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number          Description of Exhibit
  99.1                    Press Release, dated January     4    , 2023
104                     Cover Page Interactive Data (embedded within the Inline XBRL document).

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