UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Synageva BioPharma Corp.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
87159A 103
(CUSIP Number)
December 31, 2012
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
xRule 13d-1(c)
¨ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
CUSIP No. 87159A 103 | Page 2 of 14 |
1 |
Names of reporting persons
James L.L. Tullis | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
United States | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power*
1,925 | ||||
6 | Shared voting power
203,294 | |||||
7 | Sole dispositive power
1,925 | |||||
8 | Shared dispositive power
203,294 | |||||
9 |
Aggregate amount beneficially owned by each reporting person
203,294 | |||||
10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row 9**
0.8% | |||||
12 | Type of reporting person (see instructions)
IN |
SCHEDULE 13G
CUSIP No. 87159A 103 | Page 3 of 14 |
1 |
Names of reporting persons
Tullis-Dickerson Capital Focus II, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power*
0 | ||||
6 | Shared voting power
167,500 | |||||
7 | Sole dispositive power
0 | |||||
8 | Shared dispositive power
167,500 | |||||
9 |
Aggregate amount beneficially owned by each reporting person
167,500 | |||||
10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row 9**
0.6% | |||||
12 | Type of reporting person (see instructions)
PN |
SCHEDULE 13G
CUSIP No. 87159A 103 | Page 4 of 14 |
1 |
Names of reporting persons
Tullis-Dickerson Partners II, L.L.C. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power*
3,900 | ||||
6 | Shared voting power
167,500 | |||||
7 | Sole dispositive power
3,900 | |||||
8 | Shared dispositive power
167,500 | |||||
9 |
Aggregate amount beneficially owned by each reporting person
171,400 | |||||
10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row 9**
0.6% | |||||
12 | Type of reporting person (see instructions)
PN |
SCHEDULE 13G
CUSIP No. 87159A 103 | Page 5 of 14 |
1 |
Names of reporting persons
TD Javelin Capital Fund II, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power*
0 | ||||
6 | Shared voting power
31,894 | |||||
7 | Sole dispositive power
0 | |||||
8 | Shared dispositive power
31,894 | |||||
9 |
Aggregate amount beneficially owned by each reporting person
31,894 | |||||
10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row 9**
0.1% | |||||
12 | Type of reporting person (see instructions)
PN |
SCHEDULE 13G
CUSIP No. 87159A 103 | Page 6 of 14 |
1 |
Names of reporting persons
TD Lighthouse Capital Fund, L.P. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power*
0 | ||||
6 | Shared voting power
0 | |||||
7 | Sole dispositive power
0 | |||||
8 | Shared dispositive power
0 | |||||
9 |
Aggregate amount beneficially owned by each reporting person
0 | |||||
10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row 9**
0.0% | |||||
12 | Type of reporting person (see instructions)
PN |
SCHEDULE 13G
CUSIP No. 87159A 103 | Page 7 of 14 |
1 |
Names of reporting persons
TD II Regional Partners, Inc. | |||||
2 | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
| |||||
3 | SEC use only
| |||||
4 | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5 | Sole voting power*
0 | ||||
6 | Shared voting power
31,894 | |||||
7 | Sole dispositive power
0 | |||||
8 | Shared dispositive power
31,894 | |||||
9 |
Aggregate amount beneficially owned by each reporting person
31,894 | |||||
10 | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11 | Percent of class represented by amount in Row 9**
0.1% | |||||
12 | Type of reporting person (see instructions)
PN |
SCHEDULE 13G
CUSIP No. 87159A 103 | Page 8 of 14 |
Item 1(a) | Name of Issuer: |
Synageva BioPharma Corp. |
Item 1(b) | Address of Issuers Principal Executive Offices: |
128 Spring Street, Suite 520 |
Lexington, Massachusetts 02421 |
Item 2(a) | Name of Person Filing: |
James L.L. Tullis |
Tullis-Dickerson Capital Focus II, L.P. |
Tullis-Dickerson Partners II, L.L.C. |
TD Javelin Capital Fund II, L.P. |
TD Lighthouse Capital Fund, L.P. |
TD II Regional Partners, Inc. |
Item 2(b) | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of each of the Reporting Persons is One Stamford Plaza, 263 Tresser Boulevard, Stamford, CT 06901. |
Item 2(c) | Citizenship: |
James L.L. Tullis United States |
Tullis-Dickerson Capital Focus II, L.P. Delaware |
Tullis-Dickerson Partners II, L.L.C. Delaware |
TD Javelin Capital Fund II, L.P. Delaware |
TD Lighthouse Capital Fund, L.P. Delaware |
TD II Regional Partners, Inc. Delaware |
Item 2(d) | Title of Class of Securities: |
Common Stock, $0.001 par value per share |
Item 2(e) | CUSIP Number: |
87159A 103 |
Item 3 | Not applicable. |
SCHEDULE 13G
CUSIP No. 87159A 103 | Page 9 of 14 |
Item 4 | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
(a) | Amount beneficially owned: |
James L.L. Tullis 203,294 |
Tullis-Dickerson Capital Focus II, L.P. 167,500 |
Tullis-Dickerson Partners II, L.L.C. 171,400 |
TD Javelin Capital Fund II, L.P. 31,894 |
TD Lighthouse Capital Fund, L.P. 0 |
TD II Regional Partners, Inc. 31,894 |
(b) | Percent of class: |
James L.L. Tullis 0.8% |
Tullis-Dickerson Capital Focus II, L.P. 0.6% |
Tullis-Dickerson Partners II, L.L.C. 0.6% |
TD Javelin Capital Fund II, L.P. 0.1% |
TD Lighthouse Capital Fund, L.P. 0.0% |
TD II Regional Partners, Inc. 0.1% |
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote |
James L.L. Tullis 1,925 |
Tullis-Dickerson Capital Focus II, L.P. 0 |
Tullis-Dickerson Partners II, L.L.C. 3,900 |
TD Javelin Capital Fund II, L.P. 0 |
TD Lighthouse Capital Fund, L.P. 0 |
TD II Regional Partners, Inc. 0 |
(ii) | Shared power to vote or to direct the vote |
James L.L. Tullis 203,294 |
Tullis-Dickerson Capital Focus II, L.P. 167,500 |
Tullis-Dickerson Partners II, L.L.C. 167,500 |
TD Javelin Capital Fund II, L.P. 31,894 |
TD Lighthouse Capital Fund, L.P. 0 |
TD II Regional Partners, Inc. 31,894 |
(iii) | Sole power to dispose or to direct the disposition of |
James L.L. Tullis 1,925 |
Tullis-Dickerson Capital Focus II, L.P. 0 |
Tullis-Dickerson Partners II, L.L.C. 3,900 |
TD Javelin Capital Fund II, L.P. 0 |
TD Lighthouse Capital Fund, L.P. 0 |
TD II Regional Partners, Inc. 0 |
SCHEDULE 13G
CUSIP No. 87159A 103 | Page 10 of 14 |
(iv) | Shared power to dispose or to direct the disposition of |
James L.L. Tullis 203,294 |
Tullis-Dickerson Capital Focus II, L.P. 167,500 |
Tullis-Dickerson Partners II, L.L.C. 167,500 |
TD Javelin Capital Fund II, L.P. 31,894 |
TD Lighthouse Capital Fund, L.P. 0 |
TD II Regional Partners, Inc. 31,894 |
As the general partner of Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C. is deemed to beneficially own 167,500 shares of the Issuers common stock indirectly, in addition to the 3,900 shares of the Issuers common stock which it beneficially owns directly. As the general partner of each of TD Javelin Capital Fund II, L.P. and TD Lighthouse Capital Fund, L.P., TD II Regional Partners, Inc. is deemed to beneficially own 31,894 shares of the Issuers common stock. As the sole Manager of Tullis-Dickerson Partners II, L.L.C. and the Chief Executive Officer and sole director of TD II Regional Partners, Inc., James L.L. Tullis is deemed to beneficially own 203,294 shares of the Issuers common stock indirectly, in addition to the 1,925 shares of the Issuers common stock which he beneficially owns directly. |
Item 5 | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x. |
Item 6 | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable. |
Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable. |
Item 8 | Identification and Classification of Members of the Group. |
The Reporting Persons are parties to a Joint Filing Agreement filed herewith as exhibit 99.1. |
Item 9 | Notice of Dissolution of Group. |
Not applicable. |
SCHEDULE 13G
CUSIP No. 87159A 103 | Page 11 of 14 |
Item 10 | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SCHEDULE 13G
CUSIP No. 87159A 103 | Page 12 of 14 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 15, 2013 | JAMES L.L. TULLIS | |||||
/s/ James L. L. Tullis | ||||||
Name: | James L. L. Tullis | |||||
TULLIS-DICKERSON CAPITAL FOCUS II, L.P. | ||||||
By: Tullis-Dickerson Partners II, L.L.C., its general partner | ||||||
/s/ James L. L. Tullis | ||||||
Name: | James L. L. Tullis | |||||
Title: | Manager | |||||
TULLIS-DICKERSON PARTNERS II, L.L.C. | ||||||
/s/ James L. L. Tullis | ||||||
Name: | James L. L. Tullis | |||||
Title: | Manager | |||||
TD LIGHTHOUSE CAPITAL FUND, L.P. | ||||||
By: TD II Regional Partners, Inc., its general partner | ||||||
/s/ James L. L. Tullis | ||||||
Name: | James L. L. Tullis | |||||
Title: | Chief Executive Officer |
SCHEDULE 13G
CUSIP No. 87159A 103 | Page 13 of 14 |
TD JAVELIN CAPITAL FUND II, L.P. | ||||||
By: TD II Regional Partners, Inc., its general partner | ||||||
/s/ James L. L. Tullis | ||||||
Name: | James L. L. Tullis | |||||
Title: | Chief Executive Officer |
SCHEDULE 13G
CUSIP No. 87159A 103 | Page 14 of 14 |
TD II REGIONAL PARTNERS, INC. | ||||||
/s/ James L. L. Tullis | ||||||
Name: | James L. L. Tullis | |||||
Title: | Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
||
99.1 | Joint Filing Agreement, dated as of February 1, 2012, pursuant to Rule 13d-1(k)(1) among James L.L. Tullis, Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., TD Javelin Capital Fund II, L.P., TD Lighthouse Capital Fund, L.P. and TD II Regional Partners, Inc. |
Exhibit 99.1
CUSIP No.: 87159A 103
JOINT FILING AGREEMENT
Joint Filing Agreement, dated as of February 1, 2012, is by and among James L.L. Tullis, Tullis-Dickerson Capital Focus II, L.P., Tullis-Dickerson Partners II, L.L.C., TD Lighthouse Capital Fund, L.P., TD Javelin Capital Fund II, L.P. and TD II Regional Partners, Inc. (the TD Filers).
Each of the TD Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G with respect to shares of Common Stock, par value $0.001 per share, of Synageva BioPharma Corp. beneficially owned by it from time to time. Pursuant to and in accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the TD Filers hereby agree to be responsible for the timely filing of the Schedule 13G and any amendments thereto on behalf of the TD Filers, and for the completeness and accuracy of the information concerning itself contained therein. Each of the TD Filers hereby further agree to file this Joint Filing Agreement as an exhibit to the statement and each such amendment, as required by such rule.
This Joint Filing Agreement may be terminated by any of the TD Filers upon one weeks prior written notice or such lesser period of notice as the TD Filers may mutually agree.
Executed and delivered as of the date first above written.
JAMES L.L. TULLIS | ||||
/s/ James L. L. Tullis | ||||
Name: | James L. L. Tullis | |||
TULLIS-DICKERSON CAPITAL FOCUS II, L.P. |
By: | Tullis-Dickerson Partners II, L.L.C., its general partner |
/s/ James L. L. Tullis | ||||
Name: | James L. L. Tullis | |||
Title: | Manager |
TULLIS-DICKERSON PARTNERS II, L.L.C. | ||
/s/ James L. L. Tullis | ||
Name: | James L. L. Tullis | |
Title: | Manager | |
TD LIGHTHOUSE CAPITAL FUND, L.P. | ||
By: TD II Regional Partners, Inc., its general partner | ||
/s/ James L. L. Tullis | ||
Name: | James L. L. Tullis | |
Title: | Chief Executive Officer | |
TD JAVELIN CAPITAL FUND II, L.P. | ||
By: TD II Regional Partners, Inc., its general partner | ||
/s/ James L. L. Tullis | ||
Name: | James L. L. Tullis | |
Title: | Chief Executive Officer | |
TD II REGIONAL PARTNERS, INC. | ||
/s/ James L. L. Tullis | ||
Name: | James L. L. Tullis | |
Title: | Chief Executive Officer |