Exhibit
4.1


 




	
  

  	
  THIS CERTIFIES
  THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE
  TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND
  NON-ASSESSABLE SHARES OF COMMON STOCK OF Xencor, Inc. (hereinafter called the
  “Company”), transferable on the books of the Company in person or by duly
  authorized attorney, upon surrender of this Certificate properly endorsed.
  This Certificate and the shares represented hereby, are issued and shall be
  held subject to all of the provisions of the Certificate of Incorporation, as
  amended, and the By-Laws, as amended, of the Company (copies of which are on
  file with the Company and with the Transfer Agent), to all of which each
  holder, by acceptance hereof, assents. This Certificate is not valid unless
  countersigned and registered by the Transfer Agent and Registrar. Witness the
  facsimile seal of the Company and the facsimile signatures of its duly
  authorized officers. COMMON STOCK PAR VALUE $0.01 COMMON STOCK THIS
  CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE
  STATION, TX SEE REVERSE FOR CERTAIN DEFINITIONS Certificate Number Shares .
  XENCOR, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE President
  and Chief Executive Officer Secretary By AUTHORIZED SIGNATURE 

  






 


 










 




	
  

  	
  For value
  received, ____________________________hereby sell, assign and transfer unto
  _______________________________________________________________________________________________________________________________
  _______________________________________________________________________________________________________________________________
  _______________________________________________________________________________________________________________________________
  _______________________________________________________________________________________________________________________
  Shares
  _______________________________________________________________________________________________________________________
  Attorney Dated: __________________________________________20__________________
  Signature: ____________________________________________________________
  Signature: ____________________________________________________________
  Notice: The signature to this assignment must correspond with the name as
  written upon the face of the certificate, in every particular, without
  alteration or enlargement, or any change whatever. PLEASE INSERT SOCIAL
  SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE
  NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) of the common stock
  represented by the within Certificate, and do hereby irrevocably constitute
  and appoint to transfer the said stock on the books of the within-named
  Company with full power of substitution in the premises. XENCOR, INC. THE COMPANY
  WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF
  THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL
  OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE
  QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS,
  AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH
  SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY,
  AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND
  THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE
  SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE
  COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE
  OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES,
  TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND
  REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM ON ACCOUNT OF THE
  ALLEGED LOSS OR DESTRUCTION OF ANY SUCH CERTIFICATE. Signature(s) Guaranteed:
  Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
  ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan
  Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
  MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. The following
  abbreviations, when used in the inscription on the face of this certificate,
  shall be construed as though they were written out in full according to
  applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN
  ACT - Custodian (Cust) (Minor) TEN ENT - as tenants by the entireties under
  Uniform Gifts to Minors Act (State) JT TEN - as joint tenants with right of
  survivorship UNIF TRF MIN ACT - Custodian (until age) and not as tenants in
  common (Cust) under Uniform Transfers to Minors Act (Minor) (State)
  Additional abbreviations may also be used though not in the above list.