0001144204-11-061505.txt : 20111104 0001144204-11-061505.hdr.sgml : 20111104 20111104203408 ACCESSION NUMBER: 0001144204-11-061505 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: 111182564 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: 111182563 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 Bros. Capital (GP), LLC CENTRAL INDEX KEY: 0001244390 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23155 FILM NUMBER: 111182565 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 BROS CAPITAL GP LLC DATE OF NAME CHANGE: 20030619 4 1 form445484_20111104083406-.xml X0304 4 2011-11-02 0 0000911326 SYNAGEVA BIOPHARMA CORP GEVA 0001244390 Baker Bros. 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 5292 A 66593 I Through Partnership Common Stock 2011-11-02 4 A 0 77141 A 143734 I Through Partnership Common Stock 2011-11-02 4 A 0 76484 A 220218 I Through Partnership Common Stock 2011-11-02 4 A 0 474 A 220692 I Through Partnership In addition to Baker Bros.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 Bros. 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 ("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 35,174 shares owned directly by Baker Bros. Investments, L.P. and 31,419 shares owned directly by Baker Bros. Investments II, L.P., the sole general partner of which is Baker Bros. Capital, L.P., a limited partnership the sole general partner of which is Baker Bros. Capital (GP),LLC. Julian C. Baker and Felix J. Baker are controlling members of Baker Bros. 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. Represents 5,292 shares in Baker Bros. Investments, L.P. received in exchange for 12,829 shares of Synageva Series A-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. Represents 65,533 shares in Baker Bros. Investments, L.P. and 11,608 shares in Baker Bros. Investments II, L.P. received in exchange for 158,841 shares and 28,139 shares respectively 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. Represents 64,506 shares in Baker Bros. Investments, L.P. and 11,978 shares in Baker Bros. Investments II, L.P. received in exchange for 156,348 shares and 29,035 shares, respectively 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. Reprensents 474 shares in Baker Bros. Investments II, L.P. received in exchange for 1,145 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. Represents 100,707 shares owned directly by Baker Bros. Investments, L.P. and 43,027 shares owned directly by Baker Bros. Investments II, L.P., the sole general partner of which is Baker Bros. Capital, L.P., a limited partnership the sole general partner of which is Baker Bros. Capital (GP),LLC. Julian C. Baker and Felix J. Baker are controlling members of Baker Bros. Capital (GP), LLC. In addition, Julian C. Baker and Felix J. Baker may be deemed to beneficially own 143,462 shares of Synageva Biopharma Corp. 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. Represents 165,213 shares owned directly by Baker Bros. Investments, L.P. and 55,005 shares owned directly by Baker Bros. Investments II, L.P., the sole general partner of which is Baker Bros. Capital, L.P., a limited partnership the sole general partner of which is Baker Bros. Capital (GP),LLC. Julian C. Baker and Felix J. Baker are controlling members of Baker Bros. Capital (GP), LLC. In addition, Julian C. Baker and Felix J. Baker may be deemed to beneficially own 143,462 shares of Synageva Biopharma Corp. 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. Represents 165,213 shares owned directly by Baker Bros. Investments, L.P. and 55,479 shares owned directly by Baker Bros. Investments II, L.P., the sole general partner of which is Baker Bros. Capital, L.P., a limited partnership the sole general partner of which is Baker Bros. Capital (GP),LLC. Julian C. Baker and Felix J. Baker are controlling members of Baker Bros. Capital (GP), LLC. In addition, Julian C. Baker and Felix J. Baker may be deemed to beneficially own 143,462 shares of Synageva Biopharma Corp. 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. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Baker Bros. 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 Bros. Capital (GP), LLC 2011-11-04 /s/ Julian C. Baker 2011-11-04 /s/ Felix J. Baker 2011-11-04