Sec Form 4 Filing - Kuch John J @ Xencor Inc - 2021-03-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kuch John J 2. Issuer Name and Ticker or Trading Symbol Xencor Inc [ XNCR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SR. VICE PRESIDENT & CFO (Last) (First) (Middle) C/O XENCOR, INC., 111 W. LEMON AVE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2021 (Street) MONROVIA, CA91016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/01/2021 M 15,065 ( 1 ) A $ 11.05 101,285 D Common Stock 03/01/2021 S 15,065 ( 1 ) D $ 48.8996 ( 2 ) 86,220 D Common Stock 03/03/2021 S 805 ( 3 ) D $ 45.085 85,415 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options $ 11.05 03/01/2021 M 15,065 ( 1 ) ( 4 ) 02/20/2024 Common Stock 15,065 $ 0 10,585 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kuch John J C/O XENCOR, INC. 111 W. LEMON AVE MONROVIA, CA91016 SR. VICE PRESIDENT & CFO Signatures /s/ John J. Kuch 03/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents option exercise and sale pursuant to a 10b5-1 plan. ( 2 )The weighted average sale price for the transaction reported was $48.8996, and the range of prices were between $48.18 and $49.64. Upon request by the SEC staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price will be provided. ( 3 )Represents the disposition of shares that were sold to pay withholding taxes upon vesting of 2,259 restricted stock units. ( 4 )The shares subject to the option were subject to a vesting schedule and became fully vested on February 21, 2018. ( 5 )The initial filing incorrectly listed the number of securities beneficially owned following the transaction as 25,065 instead of 25,650 due to a typo carried over from a prior filing. The number of securities beneficially owned following this transaction was calculated off the 25,650 figure.

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 4(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).

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