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
SYNAGEVA BIOPHARMA CORP [ GEVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/25/2013 | ||||||||||||||||||||||||||
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 | 500 | D | ||||||||
Common Stock | 143,462 | I | See Footnotes(1)(10) | |||||||
Common Stock | 206,800 | I | See Footnotes(2)(10)(11) | |||||||
Common Stock | 165,213 | I | See Footnotes(3)(10)(11) | |||||||
Common Stock | 55,479 | I | See Footnotes(4)(10)(11) | |||||||
Common Stock | 100,490 | I | See Footnotes(5)(10)(11) | |||||||
Common Stock | 1,736,065 | I | See Footnotes(6)(10)(11) | |||||||
Common Stock | 09/25/2013 | P(7) | 1,024,337 | A | $56.63 | 7,806,552 | I | See Footnotes(8)(10)(11) | ||
Common Stock | 09/25/2013 | P(7) | 25,663 | A | $56.63 | 202,583 | I | See Footnotes(9)(10)(11) |
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 |
Explanation of Responses: |
1. Felix J. Baker may be deemed to have an indirect pecuniary interest in 143,462 shares of Common Stock of Synageva BioPharma Corp. (the "Issuer") directly held by FBB Associates. Felix J. Baker and Julian C. Baker are the sole partners of FBB Associates. Felix J. Baker disclaims beneficial ownership of the securities held directly by FBB Associates except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Felix J. Baker or Julian C. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Julian C. Baker is filing a Form 4 separately. |
2. As a result of his ownership interest in Baker/Tisch Capital (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 206,800 shares of Common Stock of the Issuer directly held by Baker/Tisch Investments, L.P. ("Baker Tisch"), a limited partnership of which the sole general partner is Baker/Tisch Capital, L.P., a limited partnership of which the sole general partner is Baker/Tisch Capital (GP), LLC, due to Baker/Tisch Capital, L.P.'s right to receive an allocation of a portion of the profits from Baker Tisch. |
3. As a result of his ownership interest in Baker Bros. Capital (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 165,213 shares of Common Stock of the Issuer directly held by Baker Bros. Investments, L.P. ("Bake Bros. Investments"), a limited partnership of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC, due to Baker Bros. Capital, L.P.'s right to receive an allocation of a portion of the profits from Baker Bros. Investments. |
4. As a result of his ownership interest in Baker Bros. Capital (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 55,479 shares of Common Stock of the Issuer directly held by Baker Bros. Investments II, L.P. ("Baker Bros. Investments II"), a limited partnership of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC, due to Baker Bros. Capital, L.P.'s right to receive an allocation of a portion of the profits from Baker Bros. Investments II. |
5. As a result of his ownership interest in Baker Biotech Capital II(A) (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 100,490 shares of Common Stock of the Issuer directly held by Baker Biotech II(A), L.P. ("Baker Biotech"), a limited partnership of which the sole general partner is Baker Biotech Capital II(A), L.P., a limited partnership of which the sole general partner is Baker Biotech Capital II(A) (GP), LLC, due to Baker Biotech Capital II(A), L.P.'s right to receive an allocation of a portion of the profits from Baker Biotech. |
6. As a result of his ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 1,736,065 shares of Common Stock of the Issuer directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. |
7. On September 25, 2013, Baker Brothers Life Sciences, L.P. ("Life Sciences") and 14159, L.P. ("14159", and together with Baker Tisch, Baker Bros. Investments, Baker Bros. Investments II, Baker Biotech, 667 and Life Sciences, the "Funds") purchased 1,024,337 and 25,663 shares of the Issuer's Common Stock, respectively, pursuant to an underwritten public offering. |
8. After giving effect to the transaction reported herein, and as a result of his ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. |
9. After giving effect to the transaction reported herein, and as a result of his ownership interest in 14159 Capital (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in Column 5 of Table I directly held by 14159, a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159. |
10. The aggregate indirect beneficial ownership reported on this form is 10,416,644 shares. |
11. Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. |
Remarks: |
Felix J. Baker is a director of Synageva Biopharma Corp. |
/s/ Felix J. Baker | 09/27/2013 | |
** 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. |