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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TRIMERIS INC [ TRMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/14/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | 09/10/2004 | P | 33,484(2) | A | $12.5537 | 1,689,680(3) | I | See Footnote(4) | ||
Common Stock | 09/10/2004 | P | 1,450(5) | A | $12.9912 | 1,691,130(6) | I | See Footnote(4) | ||
Common Stock | 09/13/2004 | P | 17,859(7) | A | $13.5591 | 1,708,989(8) | I | See Footnote(4) | ||
Common Stock | 09/14/2004 | P | 22,322(9) | A | $13.32 | 1,731,311(10) | I | See Footnote(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. In addition to Baker Biotech Capital II (GP), LLC, this Form 4 is being filed jointly by Julian C. Baker and Felix J. Baker, each of whom has the same business address as Baker Biotech Capital II (GP), LLC and may be deemed to have a pecuniary interest in securities owned by it. Felix J. Baker and Julian C. Baker are directors of the Issuer. Because of certain relationships with other security holders of the Issuer, the Reporting Persons are filing solely for informational purposes as if they were members of a group with such security holders. However, the Reporting Persons disclaim that they and any other person or persons in fact constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder or that they are the beneficial owners of securities owned by such other persons, and each of them disclaims beneficial ownership of securities reported herein except to the extent of their pecuniary interest, if any, therein. |
2. Represents 29,435 shares of common stock purchased by Baker Biotech Fund II (A), L.P., and 4,049 shares of common stock purchased by Baker Biotech Fund II (Z), L.P. |
3. Represents 1,144,755 shares of common stock owned directly by Baker Biotech Fund II, L.P., 465,856 shares of common stock owned directly by Baker Biotech Fund II (A), L.P., and 79,069 shares of common stock owned directly by Baker Biotech Fund II (Z), L.P. |
4. Represents shares of common stock owned directly by Baker Biotech Fund II, L.P., shares of common stock owned directly by Baker Biotech Fund II (A), L.P., and shares of common stock owned directly by Baker Biotech Fund II (Z), L.P. Baker Biotech Fund II, L.P., Baker Biotech Fund II (A), L.P., and Baker Biotech Fund II (Z), L.P., are each limited partnerships of which the sole general partner is Baker Biotech Capital II, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital II (GP), LLC. Felix J. Baker and Julian C. Baker are the controlling members of Baker Biotech Capital II (GP), LLC. |
5. Represents 1,275 shares of common stock purchased by Baker Biotech Fund II (A), L.P., and 175 shares of common stock purchased by Baker Biotech Fund II (Z), L.P. |
6. Represents 1,144,755 shares of common stock owned directly by Baker Biotech Fund II, L.P., 467,131 shares of common stock owned directly by Baker Biotech Fund II (A), L.P., and 79,244 shares of common stock owned directly by Baker Biotech Fund II (Z), L.P. |
7. Represents 15,700 shares of common stock purchased by Baker Biotech Fund II (A), L.P., and 2,159 shares of common stock purchased by Baker Biotech Fund II (Z), L.P. |
8. Represents 1,144,755 shares of common stock owned directly by Baker Biotech Fund II, L.P., 482,831 shares of common stock owned directly by Baker Biotech Fund II (A), L.P., and 81,403 shares of common stock owned directly by Baker Biotech Fund II (Z), L.P. |
9. Represents 19,623 shares of common stock purchased by Baker Biotech Fund II (A), L.P., and 2,699 shares of common stock purchased by Baker Biotech Fund II (Z), L.P. |
10. Represents 1,144,755 shares of common stock owned directly by Baker Biotech Fund II, L.P., 502,454 shares of common stock owned directly by Baker Biotech Fund II (A), L.P., and 84,102 shares of common stock owned directly by Baker Biotech Fund II (Z), L.P |
/s/ Julian C. Baker, as Managing Member of Baker Biotech Capital II (GP), LLC | 09/14/2004 | |
/s/ Julian C. Baker | 09/14/2004 | |
/s/ Felix J. Baker | 09/14/2004 | |
** 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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |