XENCOR, INC.

111 West Lemon Avenue
Monrovia, California 91016

 

October 3, 2016

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Re:                             Xencor, Inc. (the “Company”)

Registration Statement on Form S-3 (File No. 333-213700)

 

Acceleration Request

 

	Requested Date:	Wednesday, October 5, 2016
	Requested Time:	4:30 P.M. Eastern Time

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective at 4:30 p.m. Eastern Time on October 5, 2016 or as soon thereafter as is practicable.

 

In connection with this request, the Company acknowledges that:

 

·                  should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 

·                  the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 

·                  the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

If you have any questions regarding this request, please contact Kenneth J. Rollins of Cooley LLP at (858) 550-6136.

 

Very truly yours,

 

XENCOR, INC.

 

/s/ John J. Kuch
John J. Kuch
Vice President, Finance