SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
WERNER HAROLD R

(Last) (First) (Middle)
C/O HEALTHCARE VENTURES VIII, L.P.
47 THORNDIKE STREET, SUITE B1-1

(Street)
CAMBRIDGE MA 02141

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/02/2013
3. Issuer Name and Ticker or Trading Symbol
Xencor Inc [ XNCR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 0 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 1,035,407 (1) I By Partnership(2)
Explanation of Responses:
1. Upon the effectiveness of the registration statement for the issuer's initial public offering, every 3.1 shares of Series A-1 Preferred Stock owned by HealthCare Ventures VIII, L.P. ("HCVVIII") will automatically convert into 1 share of the issuer's common stock.
2. These securities are held of record by HCVVIII. HealthCare Partners VIII, L.P. ("HCPVIII") is the General Partner of HCVVIII and HealthCare Partners VIII LLC (the "LLC") is the General Partner of HCPVIII. Mr. Werner is a managing director of the LLC and, as such, may be deemed to exercise shared voting and investment power with respect to the shares owned by HCVVIII. Mr. Werner disclaims beneficial ownership of the securities owned by HCVVIII except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
Remarks:
/s/Jeffrey B. Steinberg, Attorney-in-Fact for Harold Werner 12/02/2013
** 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 5 (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.
POWER OF ATTORNEY

	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Jeffrey B. Steinberg his true and lawful
attorney-in-fact, with full power of substitution, to sign any and all
instruments, certificates and documents that may be necessary, desirable or
appropriate to be executed on behalf of himself as an individual or in his
capacity as a general partner of any partnership, or as a managing directors of
any limited liability company, pursuant to sections 13 and 16 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any and all
regulations promulgated thereunder, and Rules 144, 144A and 145 under the
Securities Act of 1933, as amended (the "Securities Act"), and to file the same,
with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission, and with any other entity when and if
such is mandated by the Exchange Act, by the Securities Act or by the By-laws of
the National Association of Securities Dealers, Inc., or by the by-laws, rules
or regulations of the Financial Industry Regulatory Authority, granting unto
said attorney-in-fact full power and authority to do and perform
 each and every
act and thing necessary, desirable or appropriate, fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming all
that said attorney-in-fact, or his substitutes may lawfully do or cause to be
done by virtue hereof.

This Power of Attorney shall be valid for five (5) years from the date set forth
below.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 4th day of
November, 2013.

/s/Harold Werner			
Harold Werner