SEC Form 4
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*
BAKER FELIX

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SYNAGEVA BIOPHARMA CORP [ GEVA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner and Director
3. Date of Earliest Transaction (Month/Day/Year)
06/22/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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
Comon Stock 06/22/2015 D 200,526(1) D (2) 0 D
Comon Stock 06/22/2015 D 143,462 D (2) 0 I See Footnotes(3)(11)
Comon Stock 06/22/2015 D 12,250 D (2) 0 I See Footnotes(4)(11)
Comon Stock 06/22/2015 D 12,250 D (2) 0 I See Footnotes(5)(11)
Comon Stock 06/22/2015 D 12,250 D (2) 0 I See Footnotes(6)(11)
Comon Stock 06/22/2015 D 680,187 D (2) 0 I See Footnotes(7)(11)
Comon Stock 06/22/2015 D 12,250 D (2) 0 I See Footnotes(8)(11)
Comon Stock 06/22/2015 D 12,250 D (2) 0 I See Footnotes(9)(11)
Comon Stock 06/22/2015 D 9,184,771 D (2) 0 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 Option (right to buy) $11.35 06/22/2015 D 3,000 09/22/2011 09/22/2020 Common Stock 3,000 (12) 0 I See Footnote(13)
Non-Qualified Stock Option (right to buy) $10.1 06/22/2015 D 2,750 07/21/2010 07/21/2019 Common Stock 2,750 (12) 0 I See Footnote(13)
Non-Qualified Stock Option (right to buy) $20.6 06/22/2015 D 2,750 06/26/2009 06/26/2018 Common Stock 2,750 (12) 0 I See Footnote(13)
Non-Qualified Stock Option (right to buy) $25 06/22/2015 D 2,750 08/14/2008 08/14/2017 Common Stock 2,750 (12) 0 I See Footnote(13)
Non-Qualified Stock Option (right to buy) $33.7 06/22/2015 D 2,250 08/09/2007 08/09/2016 Common Stock 2,250 (12) 0 I See Footnote(13)
Non-Qualified Stock Option (right to buy) $52.85 06/22/2015 D 2,250 08/09/2006 08/09/2015 Common Stock 2,250 (12) 0 I See Footnote(13)
Non-Qualified Stock Option (right to buy) $80.35 06/22/2015 D 7,500 06/04/2015 06/04/2024 Common Stock 7,500 (12) 0 I See Footnote(13)
Non-Qualified Stock Option (right to buy) $40.32 06/22/2015 D 7,500 06/06/2013 06/05/2023 Common Stock 7,500 (12) 0 I See Footnote(13)
Non-Qualified Stock Option (right to buy) $40.74 06/22/2015 D 7,500 06/27/2012 06/27/2022 Common Stock 7,500 (12) 0 I See Footnote(13)
Non-Qualified Stock Option (right to buy) $23 06/22/2015 D 15,000 (16) 12/19/2021 Common Stock 15,000 (12) 0 I See Footnote(13)
Non-Qualified Stock Option (right to buy) $11.35 06/22/2015 D 3,000 09/22/2011 09/22/2020 Common Stock 3,000 (12) 0 I See Footnote(14)
Non-Qualified Stock Option (right to buy) $10.1 06/22/2015 D 2,500 07/21/2010 07/21/2019 Common Stock 2,500 (12) 0 I See Footnote(14)
Non-Qualified Stock Option (right to buy) $20.6 06/22/2015 D 2,500 06/26/2009 06/26/2018 Common Stock 2,500 (12) 0 I See Footnote(14)
Non-Qualified Stock Option (right to buy) $25 06/22/2015 D 2,500 08/14/2008 08/14/2017 Common Stock 2,500 (12) 0 I See Footnote(14)
Non-Qualified Stock Option (right to buy) $33.7 06/22/2015 D 2,250 08/09/2007 08/09/2016 Common Stock 2,250 (12) 0 I See Footnote(14)
Non-Qualified Stock Option (right to buy) $52.85 06/22/2015 D 2,250 08/09/2006 08/09/2015 Common Stock 2,250 (12) 0 I See Footnote(14)
Non-Qualified Stock Option (right to buy) $80.35 06/04/2014 D 7,500 06/04/2015 06/04/2024 Common Stock 7,500 (12) 0 I See Footnote(15)
Non-Qualified Stock Option (right to buy) $40.32 06/06/2013 D 7,500 06/06/2013 06/05/2023 Common Stock 7,500 (12) 0 I See Footnote(15)
Non-Qualified Stock Option (right to buy) $40.74 06/27/2012 D 7,500 06/27/2012 06/27/2022 Common Stock 7,500 (12) 0 I See Footnote(15)
Non-Qualified Stock Option (right to buy) $23 12/20/2011 D 15,000 (16) 12/19/2021 Common Stock 15,000 (12) 0 I See Footnote(15)
1. Name and Address of Reporting Person*
BAKER FELIX

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner and Director
1. Name and Address of Reporting Person*
Baker Bros. Advisors (GP) LLC

(Last) (First) (Middle)
667 MADISION AVENUE 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner and Director
1. Name and Address of Reporting Person*
BAKER BROS. ADVISORS LP

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner and Director
1. Name and Address of Reporting Person*
BAKER JULIAN

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner and Director
1. Name and Address of Reporting Person*
Baker Brothers Life Sciences LP

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner and Director
1. Name and Address of Reporting Person*
14159, L.P.

(Last) (First) (Middle)
667 MADISION AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner and Director
1. Name and Address of Reporting Person*
667, L.P.

(Last) (First) (Middle)
667 MADISON AVENUE 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner and Director
1. Name and Address of Reporting Person*
Baker/Tisch Investments, LP

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner and Director
1. Name and Address of Reporting Person*
Baker Bros. Investments, L.P.

(Last) (First) (Middle)
667 MADISON AVENUE

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner and Director
1. Name and Address of Reporting Person*
Baker Bros. Investments II, L.P.

(Last) (First) (Middle)
667 MADISON AVENUE 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Former 10% owner and Director
Explanation of Responses:
1. Disposition of 100,003 and 100,523 securities directly held by Felix J. Baker and Julian C. Baker, respectively in connection with the Merger Agreement (as defined below).
2. Disposition of securities in connection with the completion of the acquisition of Synageva Biopharma Corp. (the "Issuer") by Alexion Pharmaceuticals, Inc. pursuant to the Agreement and Plan of Reorganization (the "Merger Agreement") dated May 5, 2015, by and among Alexion Pharmaceuticals, Inc., the Issuer, Merger Sub Inc. and Galaxy Merger Sub LLC. Pursuant to the Merger Agreement the Issuer's common shares were exchanged for $115 in cash and 0.6581 share of Alexion Pharmaceuticals, Inc. common stock. (the "Merger Consideration")
3. Disposition of 143,462 shares of Common Stock of the Issuer pursuant to the Merger Agreement 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.
4. Disposition of 12,250 shares of Common Stock of the Issuer pursuant to the Merger Agreement 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. As a result of their ownership in Baker/Tisch Capital, L.P. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock of the Issuer directly held by Baker Tisch.
5. Disposition of 12,250 shares of Common Stock of the Issuer pursuant to the Merger Agreement directly held by Baker Bros. Investments, L.P. ("Baker Bros. Investments I"), 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 I. As a result of their ownership in Baker Bros. Capital, L.P. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock of the Issuer directly held by Baker Bros. Investments I.
6. Disposition of 12,250 shares of Common Stock of the Issuer pursuant to the Merger Agreement 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. As a result of their ownership in Baker Bros. Capital, L.P. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock of the Issuer directly held by Baker Bros. Investments II.
7. Disposition of 680,187 shares of Common Stock of the Issuer pursuant to the Merger Agreement 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. As a result of their ownership in Baker Biotech Capital, L.P. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock of the Issuer directly held by 667.
8. Disposition of 12,250 shares of Common Stock of the Issuer pursuant to the Merger Agreement directly held by Baker Biotech Fund 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. As a result of their ownership in Baker Biotech Capital, L.P. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock of the Issuer directly held by Baker Biotech.
9. Disposition of 12,250 shares of Common Stock of the Issuer pursuant to the Merger Agreement directly held by 14159, L.P. ("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. As a result of their ownership in 14159 Capital, L.P. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock of the Issuer directly held by 14159.
10. Disposition of 9,184,771 shares of Common Stock of the Issuer pursuant to the Merger Agreement 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. As a result of their ownership in Baker Brothers Life Sciences Capital, L.P. Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of common stock of the Issuer directly held by Life Sciences.
11. Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to Baker Tisch, Baker Bros. Investments I, Baker Bros. Investments II, 667, Baker Biotech, 14159, and Life Sciences (collectively, 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.
12. Disposition of options pursuant to the Merger Agreement, under which such options became fully vested and cancelled and the holder of such options became entitled to receive amount of cash and number of shares of common stock of Alexion Pharmaceuticals, Inc. equal to : (i) the Merger Consideration multiplied by (ii) a number of shares of common stock equal to (1) $230.00 minus the corresponding per share exercise price of such options, divided by (2) $230.00, with the cash portion of such amount rounded to the nearest cent and with the portion of such amount payable in common stock rounded down to the nearest one thousandth of a shares.
13. Non-qualified stock options ("Stock Options") convertible solely into common shares of the Issuer that were granted to Felix J. Baker. Felix J. Baker served on the Issuer's Board of Directors (the "Board") as a representative of the Funds. Pursuant to the policies of the Adviser, Felix J. Baker does not have any right to any of the Issuer's securities issued as part of his service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's 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 stock options (i.e. no direct pecuniary interest).
14. Stock Options convertible solely into common shares of the Issuer that were granted to Julian C. Baker. Julian C. Baker served on the Board as a representative of the Funds. Pursuant to the policies of the Adviser, Julian C. Baker does not have any right to any of the Issuer's securities issued as part of his service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's 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 stock options (i.e. no direct pecuniary interest).
15. Stock Options convertible solely into common shares of the Issuer that were granted to Stephen R. Biggar. Stephen R. Bigger, an employee of Baker Bros. Advisors LP served on the Board as a representative of the Funds. Pursuant to the policies of the Adviser, Stephen R. Biggar does not have any right to any of the Issuer's securities issued as part of his service on the Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's 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 stock options (i.e. no direct pecuniary interest).
16. 1/36 of the shares subject to this option vest and become exercisable on December 2, 2011 and monthly thereafter.
Remarks:
Pursuant to the consummation of the merger, pursuant to the Merger Agreement (as defined in footnote 2) on June 22, 2015 Felix J. Baker tendered his resignation as a director of Synageva Biopharma Corp.
/s/ Felix J. Baker 06/23/2015
Baker Bros. Advisors (GP) LLC Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/23/2015
Baker Bros. Advisors LP Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/23/2015
/s/ Julian C. Baker 06/23/2015
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to Baker Brothers Life Sciences, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/23/2015
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 14159, L.P., pursuant to authority granted by 14159 Capital, L.P., GP to 14159, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 06/23/2015
Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing Title: President /s/ 06/23/2015
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/ 06/23/2015
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/ 06/23/2015
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/ 06/23/2015
** Signature of Reporting Person Date
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