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*
Mohler Kendall

(Last) (First) (Middle)
2401 4TH AVE., SUITE 1050

(Street)
SEATTLE WA 98121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Trubion Pharmaceuticals, Inc [ TRBN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Chief Scientific Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/28/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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
Common Stock 10/28/2010 D 140,206 D (1) 0 D
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
Employee Stock Option (right to buy) $0.31 10/28/2010 D 34,882 (2) 12/20/2012 Common Stock 34,882 $0.00 0 D
Employee Stock Option (right to buy) $0.31 10/28/2010 D 39,730 (3) 12/16/2014 Common Stock 39,730 $0.00 0 D
Employee Stock Option (right to buy) $0.31 10/28/2010 D 13,243 (4) 02/03/2015 Common Stock 13,243 $0.00 0 D
Employee Stock Option (right to buy) $0.31 10/28/2010 D 770 (5) 04/28/2015 Common Stock 770 $0.00 0 D
Employee Stock Option (right to buy) $2.69 10/28/2010 D 19,865 (6) 11/30/2015 Common Stock 19,865 $0.00 0 D
Employee Stock Option (right to buy) $6.52 10/28/2010 D 7,335 (7) 01/25/2016 Common Stock 7,335 $0.00 0 D
Employee Stock Option (right to buy) $6.52 10/28/2010 D 23,919 (8) 03/08/2016 Common Stock 23,919 $0.00 0 D
Employee Stock Option (right to buy) $6.52 10/28/2010 D 19,865 (9) 03/08/2016 Common Stock 19,865 $0.00 0 D
Employee Stock Option (right to buy) $8.98 10/28/2010 D 52,000 (10) 01/31/2018 Common Stock 52,000 $0.00 0 D
Employee Stock Option (right to buy) $1.33 10/28/2010 D 50,000 (11) 01/30/2019 Common Stock 50,000 $0.00 0 D
Employee Stock Option (right to buy) $1.33 10/28/2010 D 27,500 (12) 01/30/2019 Common Stock 27,500 $0.00 0 D
Employee Stock Option (right to buy) $3.82 10/28/2010 D 45,000 (13) 01/29/2020 Common Stock 45,000 $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 $191,381.19 cash, (b) 23,007 shares of Emergent common stock having a market value of $18.26 per share on the effective date of the merger and (c)140,206 contingent value rights, which represent the right to receive possible additional cash payments.
2. This option, which was 100% vested on November 15, 2006, 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 $147,760.15, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 34,882 contingent value rights, which represents the right to receive possible additional future cash payments.
3. This option, which was 100% vested on July 13, 2008, 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 $168,296.28, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 39.730 contingent value rights, which represents the right to receive possible additional future cash payments.
4. This option, which was 100% vested on July 13, 2008, 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 $56,103.31, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 13,243 contingent value rights, which represents the right to receive possible additional future cash payments.
5. This option, which was 100% vested on January 1, 2006, 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 $3,261.72, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 770 contingent value rights, which represents the right to receive possible additional future cash payments.
6. This option, which was 100% vested on July 13, 2008, 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 $36,812.95, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 19,865 contingent value rights, which represents the right to receive possible additional future cash payments.
7. This option, which was 100% vested on January 1, 2007, 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 January 1, 2010, 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 July 13, 2008, 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 provided for vesting at the rate of 1/48th on February 1, 2008, and 1/48th monthly thereafter, such that all of the shares would be fully vested as of January 1, 2012, was cancelled in the merger between the issuer and Emergent BioSolutions Inc. and certain of its affiliates, without any consideration being received.
11. This option, which provided for vesting at the rate of 1/48th on February 1, 2009, and then 1/48th monthly thereafter, such that all of the shares would be fully vested as of January 1, 2013, 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 $161,000, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 50,000 contingent value rights, which represents the right to receive possible additional future cash payments.
12. This option, which provided for vesting at the rate of 1/36th on August 27, 2009, and then 1/36th monthly thereafter, such that all of the shares would be fully vested as of July 27, 2012, 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 $88,550, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b)27,500 contingent value rights, which represents the right to receive possible additional future cash payments.
13. This option, which provided for vesting at the rate of 1/48th on February 1, 2010, and then 1/48th monthly thereafter, such that all of the shares would be fully vested as of January 1, 2014, 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 $32,850, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 45,000 contingent value rights, which represents the right to receive possible additional future cash payments.
Remarks:
/s/ Kathleen M. Deeley, Attorney-in-fact for Kendall Mohler 10/28/2010
** Signature of Reporting Person Date
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