SEC FORM 4

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^*

GILLIS STEVEN

(Last)

(First)

(Middle)

ARCH VENTURE PARTNERS

1000 2ND AVENUE, SUITE 3700

(Street)

SEATTLE

98104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Trubion Pharmaceuticals, Inc [ TRBN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Ex. Chair. & President		10% Owner Indirect

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/28/2010		D		2,357,046	D	⁽¹⁾	0	I	By ARCH entities⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (right to buy)	$6.52	10/28/2010		D			19,135	⁽³⁾	03/08/2016	Common stock	19,135	$0.00	0	D
Stock option (right to buy)	$19.08	10/28/2010		D			5,000	⁽⁴⁾	05/25/2017	Common stock	5,000	$0.00	0	D
Stock option (right to buy)	$6.63	10/28/2010		D			5,000	⁽⁵⁾	05/28/2018	Common stock	5,000	$0.00	0	D
Stock option (right to buy)	$2.28	10/28/2010		D			5,000	⁽⁶⁾	05/27/2019	Common stock	5,000	$0.00	0	D
Stock option (right to buy)	$4.13	10/28/2010		D			90,000	⁽⁷⁾	11/16/2019	Common stock	90,000	$0.00	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement among the issuer and Emergent BioSolutions Inc., and certain of its affiliates, in exchange for (a) an aggregate of $3,217,367.79 cash, (b) 386,791 shares of Emergent common stock having a market value of $18.26 per share on the effective date of the merger and (c) 2,357,046 contingent value rights, which represent the right to receive possible additional cash payments.

2. Represents (a) 2,209,741 shares held by ARCH Venture Fund V, L.P., (b) 132,802 shares held by Healthcare Focus Fund, L.P. and (c) 14,503 shares held by ARCH V Entrepreneurs Fund, L.P. (together, the "ARCH Entities"). The reporting person, in addition to being an employee of the issuer, is also an employee of ARCH Venture Corporation, a service provider to the ARCH Entities. The reporting person disclaims beneficial ownership of the shares held by each of the ARCH Entities, except to the extent of his proportionate pecuniary partnership interest in ARCH Venture Fund V, L.P.

3. This option, which was 100% vested on January 25, 2010, was cancelled in the merger between the issuer and Emergent BioSolutions Inc. and certain of its affiliates, without any consideration being received.

4. This option, which was 100% vested on May 27, 2008, was cancelled in the merger between the issuer and Emergent BioSolutions Inc. and certain of its affiliates, without any consideration being received.

5. This option, which was 100% vested on May 15, 2009, was cancelled in the merger between the issuer and Emergent BioSolutions Inc. and certain of its affiliates, without any consideration being received.

6. This option, which was 100% vested on May 26, 2010, was cancelled in the merger between the issuer and Emergent BioSolutions Inc. and certain of its affiliates in exchange for (a) a cash payment of $11,350, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 5,000 contingent value rights, which represents the right to receive possible additional future cash payments.

7. This option, which provided for vesting at the rate of 1/36th on December 16, 2009, and then 1/36th monthly thereafter, such that all of the shares would be fully vested as of November 16, 2012, was vested in its entirety and then cancelled in the merger between the issuer and Emergent BioSolutions Inc. and certain of its affiliates in exchange for (a) a cash payment of $37,800, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 90,000 contingent value rights, which represents the right to receive possible additional future cash payments.

Remarks:

	/s/ Kathleen Deeley as attorney-in-fact for Steven Gillis	10/28/2010
	** 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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