0001144204-15-038778.txt : 20150624 0001144204-15-038778.hdr.sgml : 20150624 20150624060059 ACCESSION NUMBER: 0001144204-15-038778 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150624 DATE AS OF CHANGE: 20150624 GROUP MEMBERS: BAKER BROS. ADVISORS (GP) LLC GROUP MEMBERS: FBB ASSOCIATES GROUP MEMBERS: FELIX J. BAKER GROUP MEMBERS: JULIAN C. BAKER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNAGEVA BIOPHARMA CORP CENTRAL INDEX KEY: 0000911326 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 561808663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52299 FILM NUMBER: 15948208 BUSINESS ADDRESS: STREET 1: 33 HAYDEN AVE. CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: (781) 357-9900 MAIL ADDRESS: STREET 1: 33 HAYDEN AVE. CITY: LEXINGTON STATE: MA ZIP: 02421 FORMER COMPANY: FORMER CONFORMED NAME: TRIMERIS INC DATE OF NAME CHANGE: 19970516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP CENTRAL INDEX KEY: 0001263508 IRS NUMBER: 134093645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 667 MADISON AVE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 2123395600 MAIL ADDRESS: STREET 1: 667 MADISON AVE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 FORMER COMPANY: FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC DATE OF NAME CHANGE: 20030911 SC 13D/A 1 v413928_sc13da.htm SC 13D/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Amendment No. 13)*

 

Under the Securities Exchange Act of 1934

 

Synageva BioPharma Corp.

(Name of Issuer)

 

Common Stock, par value $.001 per share

(Title of Class of Securities)

 

896263100

(CUSIP Number)

 

Alexander A. Toohey

Chief Financial Officer

Baker Bros. Advisors LP

667 Madison Avenue, 21st Floor

New York, NY 10065

(212) 339-5690

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

June 22, 2015

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s 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).

 

 
 

 

CUSIP No.   896263100    

 

1  

NAMES OF REPORTING PERSONS

 

Baker Bros. Advisors LP

     13-4093645
     
2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

  (a)  ¨
  (b)  ¨
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  00
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  ¨
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware

       
  7   SOLE VOTING POWER
     0
NUMBER OF    
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY    
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    0
PERSON    
       
WITH 10   SHARED DISPOSITIVE POWER
     
     

     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
 

¨

     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IA, PN

 

 

 

 
 

 

CUSIP No.   896263100    

 

1  

NAMES OF REPORTING PERSONS

 

Baker Bros. Advisors (GP) LLC

   

46-3147749

     
2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

  (a)  ¨
  (b)  ¨
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  00
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  ¨
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  Delaware

       
  7   SOLE VOTING POWER
    0
NUMBER OF    
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY    
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING   0
PERSON    
       
WITH 10   SHARED DISPOSITIVE POWER
     
     

     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
 

¨

     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
 

HC, OO

 

 

 
 

 

CUSIP No.   896263100    

 

1  

NAMES OF REPORTING PERSONS

 

Felix J. Baker

     
     
2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

  (a)  ¨
  (b)  ¨
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  OO
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  ¨
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States

       
  7   SOLE VOTING POWER
    0
NUMBER OF    
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY    
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING   0
PERSON    
       
WITH 10   SHARED DISPOSITIVE POWER
     
     

     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
 

¨

     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
   IN, HC

 

 

 

 
 

 

CUSIP No.   896263100    

 

1  

NAMES OF REPORTING PERSONS

 

Julian C. Baker

     
     
2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

  (a)  ¨
  (b)  ¨
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  00
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  ¨
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States

       
  7   SOLE VOTING POWER
    0
NUMBER OF    
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY    
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    0
PERSON    
       
WITH 10   SHARED DISPOSITIVE POWER
     
     

     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
 

¨

     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0% (1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN, HC

 

 

 
 

 

CUSIP No.   896263100    

 

1  

NAMES OF REPORTING PERSONS

 

FBB Associates

     13-3843860
     
2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

 

  (a)  ¨
  (b)  ¨
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS)
   
  00
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  ¨
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  New York

       
  7   SOLE VOTING POWER
     0
NUMBER OF    
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY    
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    0
PERSON    
       
WITH 10   SHARED DISPOSITIVE POWER
     
     

     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
 

¨

     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  0%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  PN,OO

 

 

 

 

 
 

 

Amendment No. 13 to Schedule 13D

 

This Amendment No. 13 to Schedule 13D amends and supplements the previously filed Schedules 13D filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Julian C. Baker, Felix J. Baker and FBB Associates (“FBB”). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.

 

Pursuant to the amended and restated management agreements among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”), 14159, L.P. (“14159”), 667, L.P. (“667”), Baker Biotech Fund II (A), L.P. (“Baker Biotech II (A)”), Baker Bros. Investments, L.P. (“Baker Bros. Investments”), Baker Bros. Investments II, L.P. (“Baker Bros. Investments II”), and Baker/Tisch Investments, L.P. (“Baker Tisch”, and together with Life Sciences, 14159, 667, Baker Biotech II (A), Baker Bros. Investments and Baker Bros. Investments II, the “Funds”), and their respective general partners, the Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.

 

Item 4. Purpose of the Transaction.

 

On June 22, 2015, Alexion Pharmaceuticals, Inc., a Delaware Corporation (“Parent”) completed its previously announced acquisition of Synageva BioPharma Corp. (“the Issuer”) pursuant to an Agreement and Plan of Reorganization dated May 5, 2015 (the “Merger Agreement”) by and among the Parent, and Parent’s wholly-owned subsidiaries, Pulsar Merger Sub Inc., a Delaware corporation (“Purchaser”) and Galaxy Merger Sub LLC, a Delaware limited liability company, to purchase all of the issued and outstanding shares of common stock of the Issuer in exchange for $115 in cash and 0.6581 shares of the Parent’s common stock per share of common stock of the Issuer. In connection with the completion of the merger (the “Merger”) and as detailed under the Merger Agreement, upon the consummation of the Merger, Felix J. Baker and Stephen R. Biggar tendered their respective resignations as directors from the board of directors of the Issuer and from all committees of the Board on which such directors served. Pursuant to the closing of the Merger all of the common stock and stock options beneficially owned by the Reporting Persons were disposed of as per the terms of the Merger Agreement.

 

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated by reference as Exhibit 1, and is incorporated, herein by reference.

 

Item 5. Interest in Securities of the Issuer.

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 13 are incorporated herein by reference.

 

The information set forth in Item 4 is hereby incorporated by reference into this Item 5.

 

Set forth below is the aggregate number and percentage of shares of common stock directly held, as of the date hereof, by each of the Funds

 

   Name    Number of Shares Percent of Class
  Outstanding  
Baker/Tisch Investments, L.P. 0 0.00%
Baker Bros. Investments, L.P. 0 0.00%
Baker Bros. Investments II, L.P. 0 0.00%
667, L.P. 0 0.00%
14159, L.P. 0 0.00%
Baker Biotech Fund II(A), L.P. 0 0.00%
Baker Brothers Life Sciences, L.P. 0 0.00%

 

 
 

 

(c) Except as disclosed herein or in any previous amendments to this Schedule 13D, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the Issuer during the past 60 days with the exception of the in-kind pro rata distributions without consideration detailed below:

 

Baker/Tisch Investments, L.P. In-kind pro rata distribution (206,800)
Baker Bros. Investments, L.P. In-kind pro rata distribution (165,213)
Baker Bros. Investments II, L.P. In-kind pro rata distribution (55,479)
667, L.P. In-kind pro rata distribution (1,068,128)
14159, L.P. In-kind pro rata distribution (211,614)
Baker Biotech Fund II(A), L.P. In-kind pro rata distribution (100,490)

  

Pursuant to the merger the Reporting Persons disposed of all securities of the Issuer beneficially owned.

  

(e) On June 22, 2015, each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Issuer’s equity securities.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

 

Item 6 of this Schedule 13D is hereby supplemented and amended, as the case may be, as follows:

 

The information set forth in Item 4 is hereby incorporated by reference into this Item 6.

 

The Merger Agreement is incorporated by reference as Exhibit 1 and is incorporated by reference herein.

 

 

Item 7. Material to be filed as Exhibits

 

Exhibit 1: Agreement and Plan of Reorganization, dated May 5, 2015, among Alexion Pharmaceuticals, Inc., Pulsar Merger Sub Inc., Galaxy Merger Sub LLC and Synageva Biopharma Corp. (incorporated by reference to Exhibit 2.1 to Form 8-K filed by Synageva Biopharma Corp. with the Securities and Exchange Commission on May 6, 2015).
   
 
 

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.

 

June 23, 2015

 

  BAKER BROS. ADVISORS LP
   
  By:  Baker Bros. Advisors (GP) LLC, its general partner
     
  By: /s/ Scott L. Lessing
    Name: Scott L. Lessing
    Title: President

 

  BAKER BROS. ADVISORS (GP) LLC
  By: /s/ Scott L. Lessing
    Name: Scott L. Lessing
    Title: President

 

  /s/ Julian C. Baker
    Julian C. Baker
   
  /s/ Felix J. Baker
    Felix J. Baker

 

  FBB Associates
  By: /s/ Julian C. Baker
    Name: Julian C. Baker
    Title: Partner