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*
BAKER JULIAN

(Last) (First) (Middle)
667 MADISON AVENUE, 21ST FLOOR

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SYNAGEVA BIOPHARMA CORP [ GEVA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2011
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 (1) 11/02/2011 A 135,462 (1) A (1) 144,082 (2) (5) (4) I Through Parntership (3) (5) (4)
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
Explanation of Responses:
1. On November 2, 2011, Tesla Merger Sub, Inc., a wholly owned subsidiary of Trimeris, Inc. ("Trimeris"), completed its merger ("Merger") with and into Synageva BioPharma Corp. ("Synageva"). In connection with the completion of the Merger, Trimeris changed its name from "Trimeris, Inc." to "Synageva BioPharma Corp." and the stock of the combined company began trading on the Nasdaq Global Market under the symbol "GEVA". On the effective date of the Merger the closing price of Trimeris common stock was $3.07.
2. The 144,082 shares reported on this Form 4 consists of (i) 8,000 shares of Trimeris common stock, after giving effect to the 1 for 5 reverse stock split and (ii)135,462 shares received in exchange for 21,381 shares of Synageva Series A-2 Preferred Stock, 264,735 shares of Synageva Series B-2 Preferred Stock, 42,219 shares of Synageva Series D-2 Prefered Stock (on an as-converted to Synageva common stock basis) based on an exchange ratio of approximately .413 in connection with the Merger and having effected a 1 for 5 reverse stock split and (iii) 620 shares held directly by Julian C. Baker.
3. Represents shares owned directly by FBB Associates. Julian C. Baker is a General Partner of FBB Associates and owns a 50% interest in FBB Associates, and may be deemed to indirectly benefically own these shares. Julian C. Baker disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Julian C. Baker is the beneficial owner of these securities for purposes of Section 16 or any other purpose. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended FBB Associates is deemed a director by deputization by virtue of its representation on the Board of Directors of Synageva BioPharma Corp.
4. Represents shares of Trimeris stock after giving effect to the 1 for 5 reverse split.
5. In addition to shares reported on this Form 4, Julian C. Baker is a General Partner of (i)Baker Brothers Life Sciences Capital (GP), LLC, which indirectly holds 4,000,451 shares of issuer Common Stock, (ii) Baker Tisch Capital (GP), LLC which indirectly holds 206,800 shares of issuer Common Stock, (iii) Baker Bros. Capital (GP), LLC indirectly holds 220,692 shares of issuer Common Stock, (iv) Baker Biotech Capital (GP), LLC indirectly holds 1,548,489 shares of issuer Common Stock, and (v)14159 Capital (GP), LLC, which indirectly holds 106,650 shares of issuer Common Stock and (vi) Baker Biotech Capital II(A)(GP), LLC which indirectly holds 100,490 shares of issuer Common Stock and may be deemed to indirectly beneficially own these shares. Julian C. Baker disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Julian C. Baker is the beneficial owner of these securities for purposes of Section 16 or any other purpose.
/s/ Julian C. Baker 11/04/2011
** 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).
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