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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Trubion Pharmaceuticals, Inc [ TRBN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/23/2006 | C | 302,527 | A | (1) | 302,527 | I | By Fund(2) | ||
Common Stock | 10/23/2006 | P | 5,840 | A | $13 | 308,367 | I | By Fund(2) | ||
Common Stock | 10/23/2006 | C | 1,483,474 | A | (1) | 1,483,474 | I | By Fund(3) | ||
Common Stock | 10/23/2006 | P | 28,637 | A | $13 | 1,512,111 | I | By Fund(3) | ||
Common Stock | 10/23/2006 | C | 36,450 | A | (1) | 36,450 | I | By Fund(4) | ||
Common Stock | 10/23/2006 | P | 704 | A | $13 | 37,154 | I | By Fund(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy) | $13.78 | 10/23/2006 | A | 12,500 | (5) | 10/23/2016 | Common Stock | 12,500 | (7) | 12,500 | D | ||||
Series B Preferred Stock | (1) | 10/23/2006 | C | 302,527 | (6) | (6) | Common Stock | 302,527 | (7) | 0 | I | By Fund(2) | |||
Series B Preferred Stock | (1) | 10/23/2006 | C | 1,483,474 | (6) | (6) | Common Stock | 1,483,474 | (7) | 0 | I | By Fund(3) | |||
Series B Preferred Stock | (1) | 10/23/2006 | C | 36,450 | (6) | (6) | Common Stock | 36,450 | (7) | 0 | I | By Fund(4) |
Explanation of Responses: |
1. Upon the closing of the Issuer's initial public offering, each share of Series B Preferred Stock was automatically converted into Common Stock on a 1-for-1 basis. |
2. Securities held of record by Venrock Partners, L.P., a limited partnership of which Venrock Partners Management, LLC is the General Partner. Anders D. Hove is a Member of Venrock Partners Management, LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest. |
3. Securities held of record by Venrock Associates IV, L.P., a limited partnership of which Venrock Management IV, LLC is the General Partner. Anders D. Hove is a Member of Venrock Management IV, LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest. |
4. Securities held of record by Venrock Entrepreneurs Fund IV, L.P., a limited partnership of which VEF Management IV, LLC is the General Partner. Anders D. Hove is a Member of VEF Management IV, LLC and disclaims beneficial ownership of these securities except to the extent of his pro-rata interest. |
5. Stock Option Grant to purchase 12,500 shares of Trubion Pharmaceuticals, Inc. Common Stock at $13.78 per share, granted on October 23, 2006 under the terms of the Issuer's 2006 Equity Incentive Plan. The option vests annually over three years from the date of grant. |
6. Shares of Preferred Stock were convertible into Common Stock at any time and had no expiration date. All outstanding shares of Preferred Stock were automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering. |
7. Not applicable. |
Remarks: |
Anders D. Hove | 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). | ||
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. |