SEC Form 4 · accession 0001209191-15-055576

SYNAGEVA BIOPHARMA CORP · GEVA

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

Reporting owner

Officer — Chief Operating Officer

Period of report

Jun 22, 2015

Accepted (ET)

Jun 23, 2015 · 10:34 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000911326

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jun 22, 2015	D	35,000	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options (Right to Buy)^F3	$63.11	Jun 22, 2015	D	50,000	D	—	Sep 23, 2024	Common Stock	50,000	0	D

F1Represents shares issuable pursuant to a Restricted Stock Unit Award ("RSU"), (i) 5,000 of which vest (x) 25% on June 5, 2015 and (y) 12.5% per six months thereafter and (ii) 30,000 of which vest 25% on each anniversary of September 22, 2014.
F2Pursuant to the Merger Agreement, (i) 32,500 RSUs were accelerated and cancelled in exchange for the Transaction Consideration and (ii) 2,500 RSUs were cancelled and converted into restricted stock units of Parent common stock, which vest (x) 25% on June 5, 2015 and (y) 12.5% per six months thereafter.
F3Pursuant to the Merger Agreement, these options, which vest 25% on 09/22/2014 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share.