SEC FORM 4

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^*

ARCH VENTURE FUND V LP

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Trubion Pharmaceuticals, Inc [ TRBN ]

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)
10/23/2006

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/23/2006		C		2,141,339	A	$0	2,209,741	D⁽¹⁾⁽²⁾
Common Stock	10/23/2006		C		14,345	A	$0	14,503	D⁽³⁾⁽⁴⁾
Common Stock	10/23/2006		C		132,802	A	$0	132,802	D⁽⁵⁾⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽⁷⁾	10/23/2006		C			979,880	⁽⁸⁾	⁽⁹⁾	Common Stock	979,880	$0	0	D⁽¹⁾⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	10/23/2006		C			1,161,459	⁽⁸⁾	⁽⁹⁾	Common Stock	1,161,459	$0	0	D⁽¹⁾⁽²⁾
Series A Convertible Preferred Stock	⁽⁷⁾	10/23/2006		C			6,511	⁽⁸⁾	⁽⁹⁾	Common Stock	6,511	$0	0	D⁽³⁾⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	10/23/2006		C			7,834	⁽⁸⁾	⁽⁹⁾	Common Stock	7,834	$0	0	D⁽³⁾⁽⁴⁾
Series A Convertible Preferred Stock	⁽⁷⁾	10/23/2006		C			61,333	⁽⁸⁾	⁽⁹⁾	Common Stock	61,333	$0	0	D⁽⁵⁾⁽⁶⁾
Series B Convertible Preferred Stock	⁽¹⁰⁾	10/23/2006		C			71,469	⁽⁸⁾	⁽⁹⁾	Common Stock	71,469	$0	0	D⁽⁵⁾⁽⁶⁾

1. Name and Address of Reporting Person^*

ARCH VENTURE FUND V LP

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARCH V ENTREPRENEURS FUND LP

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

HEALTHCARE FOCUS FUND LP

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARCH VENTURE PARTNERS V LP

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ARCH VENTURE PARTNERS V LLC

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NELSEN ROBERT

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BYBEE CLINTON

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

LAZARUS STEVEN

(Last)

(First)

(Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Securities held of record by ARCH Venture Fund V, L.P. ("ARCH V"). ARCH Venture Partners V, L.P. (the "GPLP"), as the sole general partner of ARCH V, may be deemed to beneficially own certain of the shares held of record by ARCH V. The GPLP disclaims beneficial ownership of all shares held of record by ARCH V in which the GPLP does not have an actual pecuniary interest. ARCH Venture Partners V, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by ARCH V. The GPLLC disclaims beneficial ownership of all shares held of record by ARCH V in which it does not have an actual pecuniary interest.

2. Each of Messrs. Crandell, Nelsen, Bybee and Lazarus, as the individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by ARCH V. Each of Messrs. Crandell, Nelsen, Bybee and Lazarus disclaims beneficial ownership of all shares held of record by ARCH V in which he does not have an actual pecuniary interest.

3. Securities held of record by ARCH V Entrepreneurs Fund, L.P. ("Entrepreneurs"). The GPLP, as the sole general partner of Entrepreneurs, may be deemed to beneficially own certain of the shares held of record by Entrepreneurs. The GPLP disclaims beneficial ownership of all shares held of record by Entrepreneurs in which the GPLP does not have an actual pecuniary interest. The GPLLC, as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Entrepreneurs. The GPLLC disclaims beneficial ownership of all shares held of record by Entrepreneurs in which it does not have an actual pecuniary interest.

4. Each of Messrs. Crandell, Nelsen, Bybee and Lazarus, as the individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Entrepreneurs. Each of Messrs. Crandell, Nelsen, Bybee and Lazarus disclaims beneficial ownership of all shares held of record by Entrepreneurs in which he does not have an actual pecuniary interest.

5. Securities held of record by Healthcare Focus Fund, L.P. ("Healthcare"). The GPLP, as the sole general partner of Healthcare, may be deemed to beneficially own certain of the shares held of record by Healthcare. The GPLP disclaims beneficial ownership of all shares held of record by Healthcare in which the GPLP does not have an actual pecuniary interest. The GPLLC, as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Healthcare. The GPLLC disclaims beneficial ownership of all shares held of record by Healthcare in which it does not have an actual pecuniary interest.

6. Each of Messrs. Crandell, Nelsen, Bybee and Lazarus, as the individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Healthcare. Each of Messrs. Crandell, Nelsen, Bybee and Lazarus disclaims beneficial ownership of all shares held of record by Healthcare in which he does not have an actual pecuniary interest.

7. Upon the closing of the initial public offering of Trubion Pharmaceuticals, Inc. ("Trubion"), each share of Series A Convertible Preferred Stock automatically coverted into Common Stock for no consideration.

8. These securities were convertible at any time into Common Stock of Trubion.

9. These securities are preferred stock and did not have an expiration date. These securities automatically converted into shares of Trubion Common Stock upon the October 23, 2006 closing of Trubion's initial public offering.

10. Upon the closing of the initial public offering of Trubion, each share of Series B Convertible Preferred Stock automatically coverted into Common Stock for no consideration.

Remarks:

	/s/ Robert Nelsen, as Managing Director of the general partner of the general partner of ARCH Venture Fund V, L.P.	10/25/2006
	/s/ Robert Nelsen, as Managing Director of the general partner of the general partner of ARCH V Entrepreneurs Fund, L.P.	10/25/2006
	/s/ Robert Nelsen, as Managing Director of the general partner of the general partner of Healthcare Focus Fund, L.P.	10/25/2006
	/s/ Robert Nelsen, as Managing Director of the general partner of ARCH Venture Partners V, L.P.	10/25/2006
	/s/ Robert Nelsen, as Managing Director of ARCH Venture Partners V, LLC	10/25/2006
	/s/ Robert Nelsen	10/25/2006
	/s/ Keith Crandell	10/25/2006
	/s/ Clinton Bybee	10/25/2006
	/s/ Steven Lazarus	10/25/2006
	** Signature of Reporting Person	Date
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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