0001144204-11-061502.txt : 20111104
0001144204-11-061502.hdr.sgml : 20111104
20111104203219
ACCESSION NUMBER: 0001144204-11-061502
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111102
FILED AS OF DATE: 20111104
DATE AS OF CHANGE: 20111104
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SYNAGEVA BIOPHARMA CORP
CENTRAL INDEX KEY: 0000911326
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 561808663
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2530 MERIDIAN PARKWAY
STREET 2: 2ND FLOOR
CITY: DURHAM
STATE: NC
ZIP: 27713
BUSINESS PHONE: (919) 806-4682
MAIL ADDRESS:
STREET 1: 2530 MERIDIAN PARKWAY
STREET 2: 2ND FLOOR
CITY: DURHAM
STATE: NC
ZIP: 27713
FORMER COMPANY:
FORMER CONFORMED NAME: TRIMERIS INC
DATE OF NAME CHANGE: 19970516
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER JULIAN
CENTRAL INDEX KEY: 0001087939
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23155
FILM NUMBER: 111182556
MAIL ADDRESS:
STREET 1: BAKER BROTHERS ADVISORS
STREET 2: 667 MADISON AVENUE, 21ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10065
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BAKER FELIX
CENTRAL INDEX KEY: 0001087940
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23155
FILM NUMBER: 111182555
MAIL ADDRESS:
STREET 1: BAKER BROTHERS ADVISORS
STREET 2: 667 MADISON AVENUE, 21ST FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10065
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Baker Biotech Capital (GP), LLC
CENTRAL INDEX KEY: 0001244389
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-23155
FILM NUMBER: 111182557
BUSINESS ADDRESS:
STREET 1: 667 MADISON AVE
STREET 2: 21ST FLOOR,
CITY: NEW YORK
STATE: NY
ZIP: 10065
BUSINESS PHONE: 212-339-5600
MAIL ADDRESS:
STREET 1: 667 MADISON AVE
STREET 2: 21ST FLOOR,
CITY: NEW YORK
STATE: NY
ZIP: 10065
FORMER NAME:
FORMER CONFORMED NAME: BAKER BIOTECH CAPITAL GP LLC
DATE OF NAME CHANGE: 20030619
4
1
form445481_20111104083217-.xml
X0304
4
2011-11-02
0
0000911326
SYNAGEVA BIOPHARMA CORP
GEVA
0001244389
Baker Biotech Capital (GP), LLC
667 MADISON AVENUE, 21ST FLOOR
NEW YORK
NY
US 10065
1
0
1
0
0001087939
BAKER JULIAN
667 MADISON AVENUE, 21ST FLOOR
NEW YORK
NY
US 10065
1
0
1
0
0001087940
BAKER FELIX
667 MADISON AVENUE, 21ST FLOOR
NEW YORK
NY
US 10065
1
0
1
0
Common Stock
2011-11-02
4
A
0
123591
A
374207
I
Through Partnership
Common Stock
2011-11-02
4
A
0
127527
A
501734
I
Through Partnership
Common Stock
2011-11-02
4
A
0
1046755
A
1548489
I
Through Partnership
In addition to Baker Biotech Capital (GP), LLC, this Form 4 is being filed jointly by Julian C. Baker and Felix J. Baker, each of whom has the same business address as Baker Biotech Capital (GP), LLC and may be deemed to have a pecuniary interest in securities owned by it. Felix J. Baker is a director of the Issuer. Because of certain relationships with other security holders of the Issuer, the Reporting Persons are filing solely for informational purposes as if they were a member of a group of such shareholders. (Continued in footnote 2).
However, the Reporting Persons disclaim that they and any other person or persons, in fact constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder or that they are the beneficial owners of securities owned by any such other persons, and each of them disclaims beneficial ownership of securities reported herein except to the extent of their pecuniary interest, if any, therein.
On November 2, 2011, Tesla Merger Sub, Inc., a wholly owned subsidiary of Trimeris, Inc. ("Trimeris"), completed its merger (the "Merger") with and into Synageva BioPharma Corp. ("Synageva"). In connection with the completion of the Merger, Trimeris changed its name from "Trimeris, Inc." to "Synageva BioPharma Corp." and the stock of the combined company began trading on the Nasdaq Global Market under the symbol "GEVA". On the effective date of the Merger, the closing price of Trimeris common stock was $3.07.
Represents securities owned directly by 667, L.P., the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital (GP),LLC. Julian C. Baker and Felix J. Baker are controlling members of Baker Biotech Capital (GP), LLC. In addition, Julian C. Baker and Felix J. Baker may be deemed to beneficially own 143,462 shares of Synageva held by FBB Associates by virtue of the fact that each of Julian C. Baker and Felix J. Baker own a 50% interest in FBB Associates.
Received in exchange for 299,562 shares of Synageva Series B-2 Preferred Stock (on as as-converted to Former Synageva common stock basis) based on an exchange ratio of 0.413 in connection with the Merger and after Trimeris having effected a 1 for 5 reverse stock split.
Received in exchange for 309,102 shares of Synageva Series C-2 Preferred Stock (on as as-converted to Former Synageva common stock basis) based on an exchange ratio of 0.413 in connection with the Merger and after Trimeris having effected a 1 for 5 reverse stock split.
Received in exchange for 2,537,124 shares of Synageva Series D-2 Preferred Stock (on as as-converted to Former Synageva common stock basis) based on an exchange ratio of 0.413 in connection with the Merger and after Trimeris having effected a 1 for 5 reverse stock split.
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Baker Biotech Capital (GP), LLC and its affiliates are deemed directors by deputization by virtue of their represenatation on the Board of Directors of Synageva Biopharma Corp. The filing of this statement shall not be deemed an admission that the reporting persons are the beneficial owners of any securities not held directly for their accounts for purposes of Section 16 of the Exchange Act, or otherwise.
/s/ Julian C. Baker, as Managing Member of Baker Biotech Capital (GP), LLC
2011-11-04
/s/ Julian C. Baker
2011-11-04
/s/ Felix J. Baker
2011-11-04