SEC Form 4 · accession 0001144204-15-038414

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

• F1Felix J. 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. 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.
• F10Reflects shares of common stock of the Issuer held directly by Felix J. Baker including 5,543 shares received in the in-kind pro rata distribution without consideration reported above. Such shares were previously reported as indirectly beneficially owned by Felix. J. Baker. Such acquisition of direct beneficial ownership is exempt from Section 16 pursuant to Rule 16a-13 as a change in form of beneficial ownership.
• F11Represents 1,068,128 common shares of the Issuer distributed by 667, L.P. as part of a in-kind pro rata distribution without consideration in accordance with pecuniary interest to Felix J Baker and Julian C. Baker and other investors in 667, L.P. such pro rata distribution did not change the pecuniary interest of any of the partners of 667, L.P. in the securities of the Issuer.
• F12As a result of his ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 680,187 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.
• F13Reflects shares of common stock of the Issuer held directly by Felix J. Baker including 40,449 shares received in the in-kind pro rata distribution without consideration reported above. Such shares were previously reported as indirectly beneficially owned by Felix. J. Baker. Such acquisition of direct beneficial ownership is exempt from Section 16 pursuant to Rule 16a-13 as a change in form of beneficial ownership.
• F14Represents 100,490 common shares of the Issuer distributed by Baker Biotech Fund II(A), L.P. as part of a in-kind pro rata distribution without considerationin accordance with pecuniary interest to Felix J Baker and Julian C. Baker and other investors in Baker Biotech Fund II(A), L.P. such pro rata distribution did not change the pecuniary interest of any of the partners of Baker Biotech Fund II (A), L.P. in the securities of the Issuer.
• F15As a result of his ownership interest in Baker Biotech Capital II(A) (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 12,250 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.
• F16Reflects shares of common stock of the Issuer held directly by Felix J. Baker including 497 shares received in the in-kind pro rata distribution without consideration reported above. Such shares were previously reported as indirectly beneficially owned by Felix. J. Baker. Such acquisition of direct beneficial ownership is exempt from Section 16 pursuant to Rule 16a-13 as a change in form of beneficial ownership.
• F17Represents 211,614 common shares of the Issuer distributed by 14159, L.P. as part of a in-kind pro rata distribution without consideration in accordance with pecuniary interest to Felix J Baker and Julian C. Baker and other investors in 14159, L.P. such pro rata distribution did not change the pecuniary interest of any of the partners of 14159, L.P. in the securities of the Issuer.
• F18As a result of his ownership interest in 14159 Capital(GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 12,250 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.
• F19Reflects shares of common stock of the Issuer held directly by Felix J. Baker including 21,196 shares received in the in-kind pro rata distribution without consideration reported above. Such shares were previously reported as indirectly beneficially owned by Felix. J. Baker. Such acquisition of direct beneficial ownership is exempt from Section 16 pursuant to Rule 16a-13 as a change in form of beneficial ownership.
• F2Represents 206,800 common shares of the Issuer distributed by Baker/Tisch Investments, L.P. as part of a in-kind pro rata distribution without consideration to the partners of Baker/ Tisch Investments, L.P. which includes Felix J Baker and Julian C. Baker and other investors in Baker/Tisch Investments, L.P. such pro rata distribution did not change the pecuniary interest of any of the partners of Baker/Tisch Investments, L.P. in the securities of the Issuer.
• F20As a result of his ownership interest in Baker Brothers Life Sciences Capital(GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 9,184,771 shares of Common Stock of the Issuer 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.
• F21Includes 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).
• F22Baker 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.
• F3As a result of his ownership interest in Baker/Tisch Capital (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 12,250 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.
• F4Reflects shares of common stock of the Issuer held directly by Felix J. Baker including 19,318 shares received in the in-kind pro rata distribution without consideration reported above. Such shares were previously reported as indirectly beneficially owned by Felix. J. Baker. Such acquisition of direct beneficial ownership is exempt from Section 16 pursuant to Rule 16a-13 as a change in form of beneficial ownership.
• F5Represents 165,213 common shares of the Issuer distributed by Baker Bros. Investments, L.P. as part of a in-kind pro rata distribution without consideration in accordance with pecuniary interest to Felix J Baker and Julian C. Baker and other investors in Baker Bros. Investments, L.P. such pro rata distribution did not change the pecuniary interest of any of the partners of Baker Bros. Investments, L.P. in the securities of the Issuer.
• F6As a result of his ownership interest in Baker Bros. Capital(GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 12,250 shares of Common Stock of the Issuer 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.
• F7Reflects shares of common stock of the Issuer held directly by Felix J. Baker including 12,500 shares received in the in-kind pro rata distribution without consideration reported above. Such shares were previously reported as indirectly beneficially owned by Felix. J. Baker. Such acquisition of direct beneficial ownership is exempt from Section 16 pursuant to Rule 16a-13 as a change in form of beneficial ownership.
• F8Represents 55,479 common shares of the Issuer distributed by Baker Bros. Investments II, L.P. as part of a in-kind pro rata distribution without consideration in accordance with pecuniary interest to Felix J Baker and Julian C. Baker and other investors in Baker Bros. Investments II, L.P. such pro rata distribution did not change the pecuniary interest of any of the partners of Baker Bros. Investments II, L.P. in the securities of the Issuer.
• F9As a result of his ownership interest in Baker Bros. Capital (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 12,250 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.

Remarks

Felix J. Baker is a director of Synageva Biopharma Corp.