| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
SYNAGEVA BIOPHARMA CORP [ GEVA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/23/2014 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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(1) | ||||||||
| Common Stock | 1,020 | D(2) | ||||||||
| Common Stock | 143,462 | I(3) | See Footnotes(3) | |||||||
| Common Stock | 04/23/2014 | M | 8,000 | A | $65.1 | 214,800 | I | See Footnotes(4)(11) | ||
| Common Stock | 04/23/2014 | M | 8,000 | A | $65.1 | 173,213 | I | See Footnotes(5)(11) | ||
| Common Stock | 04/23/2014 | M | 8,000 | A | $65.1 | 63,479 | I | See Footnotes(6)(11) | ||
| Common Stock | 04/23/2014 | M | 8,000 | A | $65.1 | 1,744,065 | I | See Footnotes(7)(11) | ||
| Common Stock | 04/23/2014 | M | 8,000 | A | $65.1 | 108,490 | I | See Footnotes(8)(11) | ||
| Common Stock | 04/23/2014 | M | 8,000 | A | $65.1 | 8,180,521 | I | See Footnotes(9)(11) | ||
| Common Stock | 04/23/2014 | M | 8,000 | A | $65.1 | 219,614 | I | See Footnotes(10)(11) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Non-Qualified Stock Options (right to buy) | $65.1 | 04/23/2014 | M | 8,000 | 04/23/2007 | 04/23/2014 | Common Stock | 8,000 | $65.1 | 0 | I | See Footnote(4)(11) | |||
| Non-Qualified Stock Options (right to buy) | $65.1 | 04/23/2014 | M | 8,000 | 04/23/2007 | 04/23/2014 | Common Stock | 8,000 | $65.1 | 0 | I | See Footnote(5)(11) | |||
| Non-Qualified Stock Options (right to buy) | $65.1 | 04/23/2014 | M | 8,000 | 04/23/2007 | 04/23/2014 | Common Stock | 8,000 | $65.1 | 0 | I | See Footnote(6)(11) | |||
| Non-Qualified Stock Options (right to buy) | $65.1 | 04/23/2014 | M | 8,000 | 04/23/2007 | 04/23/2014 | Common Stock | 8,000 | $65.1 | 0 | I | See Footnote(7)(11) | |||
| Non-Qualified Stock Options (right to buy) | $65.1 | 04/23/2014 | M | 8,000 | 04/23/2007 | 04/23/2014 | Common Stock | 8,000 | $65.1 | 0 | I | See Footnote(8)(11) | |||
| Non-Qualified Stock Options (right to buy) | $65.1 | 04/23/2014 | M | 8,000 | 04/23/2007 | 04/23/2014 | Common Stock | 8,000 | $65.1 | 0 | I | See Footnote(9)(11) | |||
| Non-Qualified Stock Options (right to buy) | $65.1 | 04/23/2014 | M | 8,000 | 04/23/2007 | 04/23/2014 | Common Stock | 8,000 | $65.1 | 0 | I | See Footnote(10)(11) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. Shares held directly by Felix J. Baker. |
| 2. Shares held directly by Julian C. Baker. |
| 3. Felix J. Baker and Julian C. 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. |
| 4. As a result of their ownership interest in Baker/Tisch Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 8,000 shares of Common Stock of the Issuer received upon the exercise of stock options 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. The policy of the Funds (defined below) and the Adviser, does not permit employees or principals of the Adviser to receive compensation for serving as Directors of the Issuer. The shares of common stock were received upon exercise of 4,000 stock options that were each issued to Felix J. Baker and Julian C. Baker in their capacity as director of the Issuer and director of the predecessor of the Issuer. Julian C. Baker and Felix J. Baker, pursuant to the policies of the Adviser, do not have any right to the pecuniary interest in the stock options issued for their service on the Board or the shares of common stock received upon exercise of such stock options. Each of the Funds owns an indirect proportionate pecuniary interest in the shares of common stock received upon exercise of the stock options issued in connection with Julian C. Baker's and Felix J. Baker's service on the Board less the exercise cost of those options. Solely as a result of their ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares issued upon exercise of the stock options (i.e. no direct pecuniary interest). |
| 5. As a result of their ownership interest in Baker Bros. Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 8,000 shares of Common Stock of the Issuer received upon the exercise of stock options 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. The policy of the Funds (defined below) and the Adviser, does not permit employees or principals of the Adviser to receive compensation for serving as Directors of the Issuer. The shares of common stock were received upon exercise of 4,000 stock options that were each issued to Felix J. Baker and Julian C. Baker in their capacity as director of the Issuer and director of the predecessor of the Issuer. Julian C. Baker and Felix J. Baker, pursuant to the policies of the Adviser, do not have any right to the pecuniary interest in the stock options issued for their service on the Board or the shares of common stock received upon exercise of such stock options. Each of the Funds owns an indirect proportionate pecuniary interest in the shares of common stock received upon exercise of the stock options issued in connection with Julian C. Baker's and Felix J. Baker's service on the Board less the exercise cost of those options. Solely as a result of their ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares issued upon exercise of the stock options (i.e. no direct pecuniary interest). |
| 6. As a result of their ownership interest in Baker Bros. Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 8,000 shares of Common Stock of the Issuer received upon the exercise of stock options 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. The policy of the Funds (defined below) and the Adviser, does not permit employees or principals of the Adviser to receive compensation for serving as Directors of the Issuer. The shares of common stock were received upon exercise of 4,000 stock options that were each issued to Felix J. Baker and Julian C. Baker in their capacity as director of the Issuer and director of the predecessor of the Issuer. Julian C. Baker and Felix J. Baker, pursuant to the policies of the Adviser, do not have any right to the pecuniary interest in the stock options issued for their service on the Board or the shares of common stock received upon exercise of such stock options. Each of the Funds owns an indirect proportionate pecuniary interest in the shares of common stock received upon exercise of the stock options issued in connection with Julian C. Baker's and Felix J. Baker's service on the Board less the exercise cost of those options. Solely as a result of their ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares issued upon exercise of the stock options (i.e. no direct pecuniary interest). |
| 7. As a result of their ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 8,000 shares of Common Stock of the Issuer received upon the exercise of stock options 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. The policy of the Funds (defined below) and the Adviser, does not permit employees or principals of the Adviser to receive compensation for serving as Directors of the Issuer. The shares of common stock were received upon exercise of 4,000 stock options that were each issued to Felix J. Baker and Julian C. Baker in their capacity as director of the Issuer and director of the predecessor of the Issuer. Julian C. Baker and Felix J. Baker, pursuant to the policies of the Adviser, do not have any right to the pecuniary interest in the stock options issued for their service on the Board or the shares of common stock received upon exercise of such stock options. Each of the Funds owns an indirect proportionate pecuniary interest in the shares of common stock received upon exercise of the stock options issued in connection with Julian C. Baker's and Felix J. Baker's service on the Board less the exercise cost of those options. Solely as a result of their ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares issued upon exercise of the stock options (i.e. no direct pecuniary interest). |
| 8. As a result of their ownership interest in Baker Biotech Capital II(A) (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 8,000 shares of Common Stock of the Issuer received upon the exercise of stock options 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. The policy of the Funds (defined below) and the Adviser, does not permit employees or principals of the Adviser to receive compensation for serving as Directors of the Issuer. The shares of common stock were received upon exercise of 4,000 stock options that were each issued to Felix J. Baker and Julian C. Baker in their capacity as director of the Issuer and director of the predecessor of the Issuer. Julian C. Baker and Felix J. Baker, pursuant to the policies of the Adviser, do not have any right to the pecuniary interest in the stock options issued for their service on the Board or the shares of common stock received upon exercise of such stock options. Each of the Funds owns an indirect proportionate pecuniary interest in the shares of common stock received upon exercise of the stock options issued in connection with Julian C. Baker's and Felix J. Baker's service on the Board less the exercise cost of those options. Solely as a result of their ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares issued upon exercise of the stock options (i.e. no direct pecuniary interest). |
| 9. As a result of their ownership interest in Baker Brothers Life Sciences (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 8,000 shares of Common Stock of the Issuer received upon the exercise of stock options of the Issuer directly held by Baker Brothers Life Sciences, L.P. ("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. The policy of the Funds (defined below) and the Adviser, does not permit employees or principals of the Adviser to receive compensation for serving as Directors of the Issuer. The shares of common stock were received upon exercise of 4,000 stock options that were each issued to Felix J. Baker and Julian C. Baker in their capacity as director of the Issuer and director of the predecessor of the Issuer. Julian C. Baker and Felix J. Baker, pursuant to the policies of the Adviser, do not have any right to the pecuniary interest in the stock options issued for their service on the Board or the shares of common stock received upon exercise of such stock options. Each of the Funds owns an indirect proportionate pecuniary interest in the shares of common stock received upon exercise of the stock options issued in connection with Julian C. Baker's and Felix J. Baker's service on the Board less the exercise cost of those options. Solely as a result of their ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares issued upon exercise of the stock options (i.e. no direct pecuniary interest). |
| 10. As a result of his ownership interest in 14159 Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 8,000 shares of Common Stock of the Issuer received upon the exercise of stock options of the Issuer 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. The policy of the Funds (defined below) and the Adviser, does not permit employees or principals of the Adviser to receive compensation for serving as Directors of the Issuer. The shares of common stock were received upon exercise of 4,000 stock options that were each issued to Felix J. Baker and Julian C. Baker in their capacity as director of the Issuer and director of the predecessor of the Issuer. Julian C. Baker and Felix J. Baker, pursuant to the policies of the Adviser, do not have any right to the pecuniary interest in the stock options issued for their service on the Board or the shares of common stock received upon exercise of such stock options. Each of the Funds owns an indirect proportionate pecuniary interest in the shares of common stock received upon exercise of the stock options issued in connection with Julian C. Baker's and Felix J. Baker's service on the Board less the exercise cost of those options. Solely as a result of their ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares issued upon exercise of the stock options (i.e. no direct pecuniary interest). |
| 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. Pursuant to agreements between each of Felix J. Baker and Julian C. Baker and the Adviser, the Adviser has investment and dispositive power over the stock options and any shares received as a result of the exercise of options. 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. By virtue of his representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization. |
| /s/ Felix J. Baker | 04/25/2014 | |
| /s/ Julian C. Baker | 04/25/2014 | |
| Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER TISCH INVESTMENTS, L.P., pursuant to authority granted by Baker Tisch Capital, L.P., GP to Baker Tisch Investments, L.P Name:Scott L. Lessing, Title: President /s/ | 04/25/2014 | |
| Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROS. INVESTMENTS, L.P., pursuant to authority granted by Baker Bros. Capital, L.P., GP to Baker Bros. Investments, L.P Name:Scott L. Lessing, Title: President /s/ | 04/25/2014 | |
| Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROS. INVESTMENTS II, L.P., pursuant to authority granted by Baker Bros. Capital, L.P., GP to Baker Bros. Investments II, L.P Name:Scott L. Lessing, Title: President /s/ | 04/25/2014 | |
| ** 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. | ||