Xencor (XNCR) Form 4/A Change in insider ownership (amended)

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Xencor Inc

(Last) (First) (Middle)

111 W. LEMON AVE

(Street)

MONROVIA CA 91016

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Inmune Bio, Inc. [ INMB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/14/2021

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	06/10/2021		J(1)		192,533(2)	A	$17.14(1)	1,777,533(2)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. On October 3, 2017, INmune Bio Inc. ("INmune") entered into a license agreement ("Xencor License Agreement") with Xencor, Inc. ("Xencor"). In connection with the Xencor License Agreement, INmune granted Xencor an option to purchase an additional number of shares of common stock equal to 10% of the fully diluted company shares immediately following such purchase (the "Option"). On June 10, 2021, INmune entered into an Option Cancellation Agreement with Xencor, pursuant to which Xencor agreed to cancel the Option and terminate certain other rights in exchange for these shares and $15,000,000. The number of shares was determined by dividing $3.3 million by the closing price of INmune's common stock on June 10, 2021.

2. On June 14, 2021, Xencor filed a Form 4 which inadvertently reported that Xencor acquired 192,532 shares of common stock in the Option Cancellation Transaction. As reported in this amendment, Xencor actually acquired 192,533 shares of common stock in the Option Cancellation Transaction. The original Form 4 also inadvertently indicated that Xencor beneficially owned 1,777,532 shares of common stock following the Option Cancellation Transaction, but Xencor actually beneficially owned 1,777,533 shares of common stock.

	/s/ John J. Kuch	09/08/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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