| 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
Trubion Pharmaceuticals, Inc [ TRBN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/28/2010 | ||||||||||||||||||||||||||
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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 | 10/28/2010 | D | 308,367 | D | (1) | 0 | I | By Venrock Partners, L.P.(2) | ||
| Common Stock | 10/28/2010 | D | 1,512,111 | D | (3) | 0 | I | By Venrock Associates IV, L.P.(4) | ||
| Common Stock | 10/28/2010 | D | 37,154 | D | (5) | 0 | I | By Venrock Entrepreneurs Fund IV, L.P.(6) | ||
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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 | ||||||||
| Stock Option (right to purchase) | $13.78 | 10/28/2010 | D | 12,500 | (7) | 10/24/2016 | Common Stock | 12,500 | $0.00 | 0 | D | ||||
| Stock Option (right to purchase) | $19.08 | 10/28/2010 | D | 5,000 | (8) | 05/25/2017 | Common Stock | 5,000 | $0.00 | 0 | D | ||||
| Stock Option (right to purchase) | $6.63 | 10/28/2010 | D | 5,000 | (9) | 05/28/2018 | Common Stock | 5,000 | $0.00 | 0 | D | ||||
| Stock Option (right to purchase) | $2.28 | 10/28/2010 | D | 5,000 | (10) | 05/27/2019 | Common Stock | 5,000 | $0.00 | 0 | D | ||||
| Stock Option (right to purchase) | $3.45 | 10/28/2010 | D | 5,000 | (11) | 05/26/2020 | Common Stock | 5,000 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to merger agreement among the issuer and Emergent BioSolutions Inc., and certain of its affiliates, in exchange for (a) an aggregate of $420,920.96 cash, (b) 50,603 shares of Emergent common stock having a market value of $18.26 per share on the effective date of the merger and (c) 308,367 contingent value rights, which represent the right to receive possible additional cash payments. |
| 2. Venrock Partners, L.P. is a limited partership, the general partner of which is Venrock Partners Management, LLC. The reporting person is a member of Venrock Partners Managment, LLC and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 3. Disposed of pursuant to merger agreement among the issuer and Emergent BioSolutions Inc., and certain of its affiliates, in exchange for (a) an aggregate of $2,064,031.52 cash, (b) 248,137 shares of Emergent common stock having a market value of $18.26 per share on the effective date of the merger and (c) 1,512,111 contingent value rights, which represent the right to receive possible additional cash payments. |
| 4. Venrock Associates IV, L.P. is a limited partership, the general partner of which is Venrock Partners Management, LLC. The reporting person is a member of Venrock Partners Managment, LLC and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 5. Disposed of pursuant to merger agreement among the issuer and Emergent BioSolutions Inc., and certain of its affiliates, in exchange for (a) an aggregate of $50,715.21 cash, (b) 6,097 shares of Emergent common stock having a market value of $18.26 per share on the effective date of the merger and (c) 37,154 contingent value rights, which represent the right to receive possible additional cash payments. |
| 6. Venrock Entrepreneurs Fund IV, L.P. is a limited partership, the general partner of which is VEF Management IV, LLC. The reporting person is a member of VEF Management IV, LLC and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| 7. This option, which was 100% vested on October 23, 2009, was cancelled in the merger between the issuer and Emergent BioSolutions Inc. and certain of its affiliates, without any consideration being received. |
| 8. This option, which was 100% vested on May 27, 2008, was cancelled in the merger between the issuer and Emergent BioSolutions Inc. and certain of its affiliates, without any consideration being received. |
| 9. This option, which was 100% vested on May 15, 2009, was cancelled in the merger between the issuer and Emergent BioSolutions Inc. and certain of its affiliates, without any consideration being received. |
| 10. This option, which was 100% vested on May 26, 2010, was cancelled in the merger between the issuer and Emergent BioSolutions Inc. and certain of its affiliates in exchange for (a) a cash payment of $11,350, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 5,000 contingent value rights, which represents the right to receive possible additional future cash payments. |
| 11. This option, which was to be 100% vested on May 25, 2011, was vested in its entirety and then cancelled in the merger between the issuer and Emergent BioSolutions Inc. and certain of its affiliates in exchange for (a) a cash payment of $5,500, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 5,000 contingent value rights, which represents the right to receive possible additional future cash payments. |
| Remarks: |
| /s/ Kathleen Deeley as attorney-in-fact for Anders D. Hove | 10/28/2010 | |
| ** 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. | ||