SEC Form 4 · accession 0001144204-15-001640

SYNAGEVA BIOPHARMA CORP · GEVA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Julian 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. Julian C. Baker and Felix J. Baker are the sole partners of FBB Associates. Julian C. 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 Julian C. Baker or Felix J. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Felix J. Baker is filing a Form 4 separately.
• F10Includes beneficial ownership of 12,250 total shares of common stock received upon exercise of stock options issued to Felix J. Baker and Julian C. Baker in each of their capacities as directors of the predecessor of the Issuer. Felix J. Baker is currently a director 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 of Directors of the Issuer (the "Board") or the shares of common stock received upon exercise of such stock options. These shares are reported for each of Baker Tisch, Baker Bros. Investments, Baker Bros. Investments II, 667, Baker Biotech, Life Sciences and 14159 (collectively the "Funds") as each has 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).
• F11Baker 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. 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.
• F2As a result of his ownership interest in Baker/Tisch Capital (GP), LLC, Julian C. Baker may be deemed to have an indirect pecuniary interest in 219,050 shares of Common Stock 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.
• F3As a result of his ownership interest in Baker Bros. Capital (GP), LLC, Julian C. Baker may be deemed to have an indirect pecuniary interest in 177,463 shares of Common Stock 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.
• F4As a result of his ownership interest in Baker Bros. Capital (GP), LLC, Julian C. Baker may be deemed to have an indirect pecuniary interest in 67,729 shares of Common Stock 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.
• F5As a result of his ownership interest in Baker Biotech Capital II(A) (GP), LLC, Julian C. Baker may be deemed to have an indirect pecuniary interest in 112,740 shares of Common Stock of the Issuer 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.
• F6As a result of his ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker may be deemed to have an indirect pecuniary interest in 1,748,315 shares of Common Stock 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.
• F7As a result of his ownership interest in 14159 Capital(GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 223,864 shares of Common Stock of the Issuer 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.
• F8On January 7, 2015, Baker Brothers Life Sciences, L.P. ("Life Sciences") purchased 1,000,000 shares of the Issuer's Common Stock pursuant to an underwritten public offering.
• F9After giving effect to the transaction reported herein, and as a result of his ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by 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.

Remarks

Remarks: Felix J . Baker is a director of Synageva BioPharma Corp. ("the Issuer"). By virtue of their 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 of the Issuer.