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
Trubion Pharmaceuticals, Inc [ TRBN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
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)
|
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 | 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) | $3.79 | 10/28/2010 | D | 65,000 | (1) | 08/29/2018 | Common Stock | 65,000 | $0.00 | 0 | D | ||||
Employee Stock Option (right to buy) | $1.33 | 10/28/2010 | D | 25,000 | (2) | 01/30/2019 | Common Stock | 25,000 | $0.00 | 0 | D | ||||
Employee Stock Option (right to buy) | $1.33 | 10/28/2010 | D | 27,500 | (3) | 12/12/2018 | Common Stock | 27,500 | $0.00 | 0 | D | ||||
Employee Stock Option (right to buy) | $3.82 | 10/28/2010 | D | 45,000 | (4) | 01/29/2020 | Common Stock | 45,000 | $0.00 | 0 | D |
Explanation of Responses: |
1. This option, which provided for vesting as to (a) 12,500 shares on August 29, 2009 and approximtely 1,041 shares monthly thereafter over the following 36 months and (b) the remaining 15,000 shares 1/48th monthly commencing on August 29, 2009, such that all of the shares would be fully vested as of August 29, 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 $49,400, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 65,000 contingent value rights, which represents the right to receive possible additional future cash payments. |
2. 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 $80,500, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 25,000 contingent value rights, which represents the right to receive possible additional future cash payments. |
3. 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. |
4. 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 Deeley, Attorney-in-fact for Scott Stromatt | 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. |