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

On May 22, 2022, the Board of Directors (the "Board") of MacroGenics, Inc. (the "Company") approved the appointment of William K. Heiden to serve as a director on the Board, effective immediately. Mr. Heiden has been designated as a Class III director to hold office until the Company's 2025 Annual Meeting of Stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Mr. Heiden has been appointed to serve as non-executive Chair of the Board, effective immediately, replacing Mr. Paulo Costa, who served in such position until his term as a director expired on May 19, 2022 upon the conclusion of the 2022 Annual Meeting of Stockholders (the "Annual Meeting"). Mr. Heiden has also been appointed to the Audit Committee of the Board, effective immediately.

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 proxy statement filed with the Securities and Exchange Commission on April 8, 2022, Mr. Heiden will receive an annual retainer as compensation for his service. In addition, upon appointment to the Board, Mr. Heiden has been granted an option to purchase 36,000 shares of the Company's common stock at an exercise price of $3.96 per share, the closing market price of the Company's common stock on the date of grant, and vesting in thirty six (36) substantially equal monthly portions beginning on the first monthly anniversary of the date of grant, subject to Mr. Heiden's continued service on the Board through each vesting date.

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

Item 7.01 Regulation FD Disclosure.

On May 23, 2022, the Company issued a press release (the "Press Release") announcing the appointment of Mr. Heiden 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 May 23, 2022.
104                     Cover Page Interactive Data (embedded within the Inline XBRL document).

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