X0306 4 2016-01-29 1 0001326732 Xencor Inc XNCR 0001218981 STAFFORD JOHN S III 350 N. ORLEANS, 2N CHICAGO IL 60654 0 0 1 0 Common Stock 2016-01-29 4 P 0 25 10.8299 A 25 I By Limited Liability Company Common Stock 2016-02-01 4 S 0 25 10.79 D 0 I By Limited Liability Company Common Stock 5264740 D The Reporting Person's purchase of the Issuer's common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 25 shares, with the Reporting Person's sale of 30,000 shares of the Issuer's common stock at a weighted average price of $15.1302 per share on December 3, 2015. The Reporting Person has agreed to pay to the Issuer, upon settlement of the purchase, $107.50, representing the full amount of the profit realized in connection with the short-swing transaction, less transaction costs. These securities are held of record by Ronin Capital, LLC, a limited liability company owned and managed by the Reporting Person. The Reporting Person is the indirect beneficial owner of all the shares of common stock of Xencor, Inc. held of record by Ronin Capital, LLC. /s/ John S. Stafford III 2016-02-02