SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Heron Patrick J

(Last)

(First)

(Middle)

FRAZIER HEALTHCARE VENTURES

550 HAMILTON AVE, SUITE 100

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/17/2006

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

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

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			10%owner's Indirect genl prtnr

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	105	I⁽¹⁾	Frazier Affiliates III, L.P.
Common Stock	131	I⁽¹⁾	Frazier Affiliates IV, L.P.
Common Stock	13,849	I⁽¹⁾	Frazier Healthcare III, L.P.
Common Stock	25,783	I⁽¹⁾	Frazier Healthcare IV, L.P.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	10/17/2006	⁽³⁾	Common Stock	2,572	⁽²⁾	I⁽¹⁾	Frazier Affiliates III, L.P.
Series A Preferred Stock	10/17/2006	⁽³⁾	Common Stock	3,243	⁽²⁾	I⁽¹⁾	Frazier Affiliates IV, L.P.
Series A Preferred Stock	10/17/2006	⁽³⁾	Common Stock	341,877	⁽²⁾	I⁽¹⁾	Frazier Healthcare III, LP
Series A Preferred Stock	10/17/2006	⁽³⁾	Common Stock	638,701	⁽²⁾	I⁽¹⁾	Frazier Healthcare IV, LP
Series B Preferred Stock	10/17/2006	⁽³⁾	Common Stock	1,696	⁽²⁾	I⁽¹⁾	Frazier Affiliates III, L.P.
Series B Preferred Stock	10/17/2006	⁽³⁾	Common Stock	4,760	⁽²⁾	I⁽¹⁾	Frazier Affiliates IV, L.P.
Series B Preferred Stock	10/17/2006	⁽³⁾	Common Stock	225,557	⁽²⁾	I⁽¹⁾	Frazier Healthcare III, LP
Series B Preferred Stock	10/17/2006	⁽³⁾	Common Stock	937,282	⁽²⁾	I⁽¹⁾	Frazier Healthcare IV, LP

Explanation of Responses:

1. Mr. Heron is a director of Trubion Pharmaceuticals, Inc. He holds the title of General Partner at Frazier Healthcare Ventures, which is affiliated with the entities that serve as general partners of Frazier Affiliates III, L.P., Frazier Affiliates IV, L.P., Frazier Healthcare III, L.P. and Frazier Healthcare IV, L.P.; however, he disclaims beneficial ownership of these shares, except to the extent of his proportionate partnership interest therein.

2. 1-for-1

3. No expiration date.

	/s/ Lauree Seko	10/17/2006
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.