0001144204-11-061512.txt : 20111104 0001144204-11-061512.hdr.sgml : 20111104 20111104213520 ACCESSION NUMBER: 0001144204-11-061512 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: 111182605 MAIL ADDRESS: STREET 1: BAKER BROTHERS ADVISORS STREET 2: 667 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 4 1 form445495_20111104093517-.xml X0304 4 2011-11-02 0 0000911326 SYNAGEVA BIOPHARMA CORP GEVA 0001087939 BAKER JULIAN 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY US 10065 0 0 1 0 Common Stock 2011-11-02 4 A 0 135462 A 144082 I Through Parntership 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. The 144,082 shares reported on this Form 4 consists of (i) 8,000 shares of Trimeris common stock, after giving effect to the 1 for 5 reverse stock split and (ii)135,462 shares received in exchange for 21,381 shares of Synageva Series A-2 Preferred Stock, 264,735 shares of Synageva Series B-2 Preferred Stock, 42,219 shares of Synageva Series D-2 Prefered Stock (on an as-converted to Synageva common stock basis) based on an exchange ratio of approximately .413 in connection with the Merger and having effected a 1 for 5 reverse stock split and (iii) 620 shares held directly by Julian C. Baker. Represents shares owned directly by FBB Associates. Julian C. Baker is a General Partner of FBB Associates and owns a 50% interest in FBB Associates, and may be deemed to indirectly benefically own these shares. Julian C. Baker disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Julian C. Baker is the beneficial owner of these securities for purposes of Section 16 or any other purpose. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended FBB Associates is deemed a director by deputization by virtue of its representation on the Board of Directors of Synageva BioPharma Corp. Represents shares of Trimeris stock after giving effect to the 1 for 5 reverse split. In addition to shares reported on this Form 4, Julian C. Baker is a General Partner of (i)Baker Brothers Life Sciences Capital (GP), LLC, which indirectly holds 4,000,451 shares of issuer Common Stock, (ii) Baker Tisch Capital (GP), LLC which indirectly holds 206,800 shares of issuer Common Stock, (iii) Baker Bros. Capital (GP), LLC indirectly holds 220,692 shares of issuer Common Stock, (iv) Baker Biotech Capital (GP), LLC indirectly holds 1,548,489 shares of issuer Common Stock, and (v)14159 Capital (GP), LLC, which indirectly holds 106,650 shares of issuer Common Stock and (vi) Baker Biotech Capital II(A)(GP), LLC which indirectly holds 100,490 shares of issuer Common Stock and may be deemed to indirectly beneficially own these shares. Julian C. Baker disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Julian C. Baker is the beneficial owner of these securities for purposes of Section 16 or any other purpose. /s/ Julian C. Baker 2011-11-04