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 Bros. Capital (GP), LLC

(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)
X 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)
Form filed by One Reporting Person
X 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)(2)(3) 11/02/2011 A 5,292(5) A (5) 66,593 I Through Partnership(4)
Common Stock(1)(2)(3) 11/02/2011 A 77,141(6) A (6) 143,734 I Through Partnership(9)
Common Stock(1)(2)(3) 11/02/2011 A 76,484(7) A (7) 220,218 I Through Partnership(10)
Common Stock(1)(2)(3) 11/02/2011 A 474(8) A (8) 220,692 I Through Partnership(11)
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
1. Name and Address of Reporting Person*
Baker Bros. Capital (GP), LLC

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

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BAKER FELIX

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

(Street)
NEW YORK NY US 10065

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. In addition to Baker Bros.Capital (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 Bros. Capital (GP), LLC and may be deemed to have a pecuniary interest in securities owned by it. Felix J. Baker is a director 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 a member of a group of such shareholders. (Continued in footnote 2).
2. 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 any 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.
3. 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.
4. Represents 35,174 shares owned directly by Baker Bros. Investments, L.P. and 31,419 shares owned directly by Baker Bros. Investments II, L.P., the sole general partner of which is Baker Bros. Capital, L.P., a limited partnership the sole general partner of which is Baker Bros. Capital (GP),LLC. Julian C. Baker and Felix J. Baker are controlling members of Baker Bros. Capital (GP), LLC. In addition, Julian C. Baker and Felix J. Baker may be deemed to beneficially own 143,462 shares of Synageva held by FBB Associates by virtue of the fact that each of Julian C. Baker and Felix J. Baker own a 50% interest in FBB Associates.
5. Represents 5,292 shares in Baker Bros. Investments, L.P. received in exchange for 12,829 shares of Synageva Series A-2 Preferred Stock (on as as-converted to Former Synageva common stock basis) based on an exchange ratio of 0.413 in connection with the Merger and after Trimeris having effected a 1 for 5 reverse stock split.
6. Represents 65,533 shares in Baker Bros. Investments, L.P. and 11,608 shares in Baker Bros. Investments II, L.P. received in exchange for 158,841 shares and 28,139 shares respectively of Synageva Series B-2 Preferred Stock (on as as-converted to Former Synageva common stock basis) based on an exchange ratio of 0.413 in connection with the Merger and after Trimeris having effected a 1 for 5 reverse stock split.
7. Represents 64,506 shares in Baker Bros. Investments, L.P. and 11,978 shares in Baker Bros. Investments II, L.P. received in exchange for 156,348 shares and 29,035 shares, respectively of Synageva Series C-2 Preferred Stock (on as as-converted to Former Synageva common stock basis) based on an exchange ratio of 0.413 in connection with the Merger and after Trimeris having effected a 1 for 5 reverse stock split.
8. Reprensents 474 shares in Baker Bros. Investments II, L.P. received in exchange for 1,145 shares of Synageva Series D-2 Preferred Stock (on as as-converted to Former Synageva common stock basis) based on an exchange ratio of 0.413 in connection with the Merger and after Trimeris having effected a 1 for 5 reverse stock split.
9. Represents 100,707 shares owned directly by Baker Bros. Investments, L.P. and 43,027 shares owned directly by Baker Bros. Investments II, L.P., the sole general partner of which is Baker Bros. Capital, L.P., a limited partnership the sole general partner of which is Baker Bros. Capital (GP),LLC. Julian C. Baker and Felix J. Baker are controlling members of Baker Bros. Capital (GP), LLC. In addition, Julian C. Baker and Felix J. Baker may be deemed to beneficially own 143,462 shares of Synageva Biopharma Corp. held by FBB Associates by virtue of the fact that each of Julian C. Baker and Felix J. Baker own a 50% interest in FBB Associates.
10. Represents 165,213 shares owned directly by Baker Bros. Investments, L.P. and 55,005 shares owned directly by Baker Bros. Investments II, L.P., the sole general partner of which is Baker Bros. Capital, L.P., a limited partnership the sole general partner of which is Baker Bros. Capital (GP),LLC. Julian C. Baker and Felix J. Baker are controlling members of Baker Bros. Capital (GP), LLC. In addition, Julian C. Baker and Felix J. Baker may be deemed to beneficially own 143,462 shares of Synageva Biopharma Corp. held by FBB Associates by virtue of the fact that each of Julian C. Baker and Felix J. Baker own a 50% interest in FBB Associates.
11. Represents 165,213 shares owned directly by Baker Bros. Investments, L.P. and 55,479 shares owned directly by Baker Bros. Investments II, L.P., the sole general partner of which is Baker Bros. Capital, L.P., a limited partnership the sole general partner of which is Baker Bros. Capital (GP),LLC. Julian C. Baker and Felix J. Baker are controlling members of Baker Bros. Capital (GP), LLC. In addition, Julian C. Baker and Felix J. Baker may be deemed to beneficially own 143,462 shares of Synageva Biopharma Corp. held by FBB Associates by virtue of the fact that each of Julian C. Baker and Felix J. Baker own a 50% interest in FBB Associates.
Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Baker Bros. Capital (GP), LLC and its affiliates are deemed directors by deputization by virtue of their represenatation on the Board of Directors of Synageva Biopharma Corp. The filing of this statement shall not be deemed an admission that the reporting persons are the beneficial owners of any securities not held directly for their accounts for purposes of Section 16 of the Exchange Act, or otherwise.
/s/ Julian C. Baker, as Managing Member of Baker Bros. Capital (GP), LLC 11/04/2011
/s/ Julian C. Baker 11/04/2011
/s/ Felix J. Baker 11/04/2011
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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