Item 5. Other Information
Item 5. Other Information
(c) Rule 10b5-1 Plans
On June 14, 2024 , Bassil Dahiyat , our Chief Executive Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 66,192 shares of the Company's common stock until February 13, 2025 .
On June 14, 2024 , John Desjarlais , our Executive Vice President and Chief Scientific Officer , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 81,458 shares of the Company's common stock until February 12, 2025 .
On June 28, 2024 , Ellen Feigal , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 5,496 shares of the Company's common stock until June 27, 2025 .
On June 28, 2024 , Kevin Gorman , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 5,827 shares of the Company's common stock until June 30, 2025 .
On June 28, 2024 , Kurt Gustafson , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 5,496 shares of the Company's common stock until June 27, 2025 .
On June 28, 2024 , Dagmar Rosa-Bjorkeson , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 5,496 shares of the Company's common stock until June 27, 2025 .
On May 23, 2024 , Richard Ranieri , a member of our Board of Directors , adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 15,000 shares of the Company's common stock until May 16, 2025 , and it was terminated on June 27, 2024 . On June 28, 2024 , he adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 20,496 shares of the Company's common stock until June 27, 2025 .
On June 27, 2024 , A Bruce Montgomery , a member of our Board of Directors , terminated a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) entered on August 7, 2023. On June 28, 2024 , he adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 26,568 shares of the Company's common stock until June 27, 2025 .
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Item 6. Exhibits
Exhibit
Number Description of Document
3.1 Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 11, 2013).
3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 27, 2023).
4.1 Form of Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-191689), originally filed with the SEC on October 25, 2013).
4.2 Third Amended and Restated Investor Rights Agreement, dated June 26, 2013, among the Company and certain of its stockholders incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-191689), originally filed with the SEC on October 11, 2013).
10.1 Consulting Agreement by and between the Company and John J. Kuch, dated April 19, 2024.
10.2
Executive Employment Agreement Addendum No. 2 dated June 1, 2024 by and between the Company and Nancy Valente
31.1 Rule 13a-14(a) Certification of Principal Executive Officer .
31.2 Rule 13a-14(a) Certification of Principal Financial Officer .
32.1 Section 1350 Certification of Principal Executive Officer and Principal Financial Officer .
101.INS Inline XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
101.SCH Inline XBRL Schema Document
101.CAL Inline XBRL Calculation Linkbase Document
101.DEF Inline XBRL Definition Linkbase Document
101.LAB Inline XBRL Labels Linkbase Document
101.PRE Inline XBRL Presentation Linkbase Document
104 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
XENCOR, INC.
BY: /s/ BASSIL I. DAHIYAT
Bassil I. Dahiyat, Ph.D.
President and Chief Executive Officer
(Principal Executive Officer)
BY: /s/ BART JAN CORNELISSEN
Bart Jan Cornelissen
Chief Financial Officer
(Principal Financial Officer)
Dated: August 5, 2024
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.