UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)*
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)
Leo Kirby
667 Madison Avenue, 21st Floor
New York, NY 10065
(212) 339-5633
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 9, 2012
(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 |
| NAMES OF REPORTING PERSONS | |
| 1 | |
| Baker Bros. Advisors, LLC | |
| 13-4093645 | |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| 2 | |
| (a) ¨ | |
| (b) ¨ | |
| SEC USE ONLY | |
| 3 | |
| SOURCE OF FUNDS (SEE INSTRUCTIONS) | |
| 4 | |
| 00 | |
| CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| 5 | |
| ¨ | |
| CITIZENSHIP OR PLACE OF ORGANIZATION | |
| 6 | |
| Delaware | |
| SOLE VOTING POWER | ||
| 7 | ||
| NUMBER OF | 8,363,462(1) | |
| SHARES | ||
| SHARED VOTING POWER | ||
| BENEFICIALLY | 8 | |
| OWNED BY | ||
| EACH | SOLE DISPOSITIVE POWER | |
| 9 | ||
| REPORTING | 8,363,462(1) | |
| PERSON | ||
| SHARED DISPOSITIVE POWER | ||
| WITH | 10 | |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 11 | |
| 8,363,462(1) | |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| 12 | |
| ¨ | |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 13 | |
| 34.6% (1)(2) | |
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| 14 | |
| IA | |
(1) See Item 5 of this Amendment No. 5 for a detailed explanation of the shares of beneficial ownership and percentage ownership of the Reporting Persons.
(2) Based on 24,178,122 shares of the Issuer’s common stock outstanding according to information obtained from the Issuer on July 12, 2012.
| CUSIP No. | 896263100 |
| NAMES OF REPORTING PERSONS | |
| 1 | |
| Felix J. Baker | |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| 2 | |
| (a) ¨ | |
| (b) ¨ | |
| SEC USE ONLY | |
| 3 | |
| SOURCE OF FUNDS (SEE INSTRUCTIONS) | |
| 4 | |
| OO | |
| CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| 5 | |
| ¨ | |
| CITIZENSHIP OR PLACE OF ORGANIZATION | |
| 6 | |
| United States | |
| SOLE VOTING POWER | ||
| 7 | ||
| NUMBER OF | 8,534,843(1) | |
| SHARES | ||
| SHARED VOTING POWER | ||
| BENEFICIALLY | 8 | |
| OWNED BY | ||
| EACH | SOLE DISPOSITIVE POWER | |
| 9 | ||
| REPORTING | 8,534,843(1) | |
| PERSON | ||
| SHARED DISPOSITIVE POWER | ||
| WITH | 10 | |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 11 | |
| 8,534,843(1) | |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| 12 | |
| ¨ | |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 13 | |
| 35.3% (1)(2) | |
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| 14 | |
| IN, HC | |
(1) Includes 27,419 shares of common stock underlying options issued to Felix J. Baker. See Item 5 of this Amendment No. 5 for a detailed explanation of the shares of beneficial ownership and percentage ownership of the Reporting Persons.
(2) Based on 24,178,122 shares of the Issuer’s common stock outstanding according to information obtained from the Issuer on July 12, 2012. Assumes the exercise of options to purchase 27,419 shares of common stock issued to Felix J. Baker.
| CUSIP No. | 896263100 |
| NAMES OF REPORTING PERSONS | |
| 1 | |
| Julian C. Baker | |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| 2 | |
| (a) ¨ | |
| (b) ¨ | |
| SEC USE ONLY | |
| 3 | |
| SOURCE OF FUNDS (SEE INSTRUCTIONS) | |
| 4 | |
| 00 | |
| CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| 5 | |
| ¨ | |
| CITIZENSHIP OR PLACE OF ORGANIZATION | |
| 6 | |
| United States | |
| SOLE VOTING POWER | ||
| 7 | ||
| NUMBER OF | 8,528,944(1) | |
| SHARES | ||
| SHARED VOTING POWER | ||
| BENEFICIALLY | 8 | |
| OWNED BY | ||
| EACH | SOLE DISPOSITIVE POWER | |
| 9 | ||
| REPORTING | 8,528,944(1) | |
| PERSON | ||
| SHARED DISPOSITIVE POWER | ||
| WITH | 10 | |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 11 | |
| 8,528,944(1) | |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| 12 | |
| ¨ | |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 13 | |
| 35.2% (1)(2) | |
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| 14 | |
| IN, HC | |
(1) Includes 21,000 shares of common stock underlying options issued to Julian C. Baker. See Item 5 of this Amendment No. 5 for a detailed explanation of the shares of beneficial ownership and percentage ownership of the Reporting Persons.
(2) Based on 24,178,122 shares of the Issuer’s common stock outstanding according to information obtained from the Issuer on July 12, 2012. Assumes the exercise of options to purchase 21,000 shares of common stock issued to Julian C. Baker.
| CUSIP No. | 896263100 |
| NAMES OF REPORTING PERSONS | |
| 1 | |
| FBB Associates | |
| 13-3843860 | |
| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |
| 2 | |
| (a) ¨ | |
| (b) ¨ | |
| SEC USE ONLY | |
| 3 | |
| SOURCE OF FUNDS (SEE INSTRUCTIONS) | |
| 4 | |
| 00 | |
| CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | |
| 5 | |
| ¨ | |
| CITIZENSHIP OR PLACE OF ORGANIZATION | |
| 6 | |
| New York | |
| SOLE VOTING POWER | ||
| 7 | ||
| NUMBER OF | 143,462 | |
| SHARES | ||
| SHARED VOTING POWER | ||
| BENEFICIALLY | 8 | |
| OWNED BY | ||
| EACH | SOLE DISPOSITIVE POWER | |
| 9 | ||
| REPORTING | 143,462 | |
| PERSON | ||
| SHARED DISPOSITIVE POWER | ||
| WITH | 10 | |
| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 11 | |
| 143,462 | |
| CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | |
| 12 | |
| ¨ | |
| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | |
| 13 | |
| 0.6% (1) | |
| TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| 14 | |
| OO | |
(1) Based on 24,178,122 shares of the Issuer’s common stock outstanding according to information obtained from the Issuer on July 12, 2012.
Amendment No. 5 to Schedule 13D
This Amendment No. 5 to Schedule 13D amends and supplements the previously filed Schedules 13D filed by Baker Bros. Advisors, LLC (the “Adviser”), Julian C. Baker and Felix J. Baker. Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect.
Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D, as amended.
| Item 2. | Identity and Background. |
Item 2 is restated as follows:
(a) The Reporting Persons are:
| 1. | Baker Bros. Advisors, LLC |
| 2. | Felix J. Baker |
| 3. | Julian C. Baker |
| 4. | FBB Associates (“FBB”) |
(b) The business address of each of the Reporting Persons is:
c/o Baker Bros. Advisors, LLC
667 Madison Avenue, 21st Floor
New York, NY 10065
(212) 339-5633
(c) The principal business of Julian C. Baker and Felix J. Baker is to serve as a managing member of the Adviser, an entity engaged in investment activities. Julian C. Baker and Felix J. Baker are managing members of the Adviser. The principal business of FBB is to engage in investment activities. Julian C. Baker and Felix J. Baker are the sole partners of FBB and have voting and investment power over the securities of the Issuer held by FBB.
Certain securities of Synageva BioPharma Corp. (the “Issuer”) are owned directly by Baker Biotech Fund II(A), L.P., a limited partnership the sole general partner of which is Baker Biotech Capital II(A), L.P., a limited partnership the sole general partner of which is Baker Biotech Capital II(A) (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Biotech Capital II(A) (GP), LLC.
Certain securities of the Issuer are owned directly by 667, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Biotech Capital (GP), LLC.
Certain securities of the Issuer are owned directly by Baker Bros. Investments, L.P., a limited partnership 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 the controlling members of Baker Bros.Capital (GP), LLC.
Certain securities of the Issuer are owned directly by Baker Bros. Investments II, L.P., a limited partnership 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 the controlling members of Baker Bros.Capital (GP), LLC.
Certain securities of the Issuer are owned directly by Baker Tisch Investments, L.P., a limited partnership the sole general partner of which is Baker Tisch Capital, L.P., a limited partnership the sole general partner of which is Baker Tisch Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Tisch Capital (GP), LLC.
Certain securities of the Issuer are owned directly by Baker Brothers Life Sciences, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Brothers Life Sciences Capital (GP), LLC.
Certain securities of the Issuer are owned directly by 14159, L.P., a limited partnership the sole general partner of which is 14159 Capital, L.P., a limited partnership the sole general partner of which is 14159 Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of 14159 Capital (GP), LLC.
(d) and (e) During the past five years, none of the Reporting Persons nor any of the persons listed in Item 2(b) and (c) above has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Baker Bros. Advisors, LLC is a limited liability company organized under the laws of the state of Delaware. FBB is a limited partnership organized under the laws of the state of New York. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The disclosure in Item 4 below is incorporated herein by reference.
Item 4. Purpose of the Transaction.
On July 9, 2012, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as representatives of the several underwriters listed on Schedule I thereto (the “Underwriters”), related to a public offering (the “Offering”) of 2,428,000 shares of the Issuer’s common stock at a price to the public of $41.20 per share. In addition, the Issuer granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 466,209 shares of common stock to cover overallotments, if any. The Offering closed on July 13, 2012.
Pursuant to the Offering, on July 13, 2012, Baker Brothers Life Sciences, L.P and 14159, L.P. purchased 864,918, and 21,082 shares of the Issuer’s common stock, respectively, at the offering price of $41.20 per share, totaling 886,000 shares in the aggregate. Each of Baker Brothers Life Sciences, L.P., and 14159, L.P. purchased the shares of the Issuer’s commons stock with their working capital.
The Reporting Persons continuously assess the Issuer’s business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, the Reporting Persons or their affiliates may acquire additional securities of the Issuer or may determine to purchase, sell or otherwise dispose of all or some of the shares of common stock and/or other securities of the Issuer in the open market, in privately negotiated transactions or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to its investment decision.
Except as set forth herein or in the previous amendment to this Schedule 13D, as the case may be, the Reporting Persons do not have present plans or proposals at this time that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
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. 5 are incorporated herein by reference. Such information is based upon 24,178,122 shares of the Issuer’s common stock outstanding according to information obtained by the Issuer on July 12, 2012.
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 (as defined below) based upon 24,178,122 shares outstanding as of July 12, 2012 according to information obtained from the Issuer. Such percentage figures were calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”).
| Percent of Class | ||||||||
| Name | Number of Shares | Outstanding | ||||||
| Baker/Tisch Investments, L.P. | 206,800 | 0.9 | % | |||||
| Baker Bros. Investments, L.P. | 165,213 | 0.7 | % | |||||
| Baker Bros. Investments II, L.P. | 55,479 | 0.2 | % | |||||
| 667, L.P. | 1,736,065 | 7.2 | % | |||||
| 14159, L.P. | 156,821 | 0.7 | % | |||||
| Baker Biotech Fund II(A), L.P. | 100,490 | 0.4 | % | |||||
| Baker Brothers Life Sciences, L.P. | 5,942,594 | 24.5 | % | |||||
As previously reported, on April 12, 2012, Baker Brothers Life Sciences, L.P, 14159, L.P., 667, L.P., Baker Bros. Investments, L.P., Baker Bros. Investments II, L.P., Baker Biotech Fund II(A), L.P. and Baker Tisch Investments, L.P. (the “Funds”), the Adviser and the general partners of the Funds entered into an amended and restated management agreement (the “Management Agreement”) which gave the Adviser complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments. The general partners of the Funds relinquished all discretion and authority with respect to the Funds’ investments and voting power over investments. In connection with the services provided by the Adviser to the Funds, the Adviser receives a management-based fee that does not confer any pecuniary interest.
By virtue of the Management Agreement, the Adviser and Felix J. Baker and Julian C. Baker, solely as principals of the Adviser, may be deemed to be beneficial owners of shares owned by the Funds and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities. As discussed above, Julian C. Baker and Felix J. Baker are also the sole partners of FBB and as such may be deemed to be beneficial owners of shares owned by FBB and may be deemed to have the power to vote or direct the vote and dispose or direct the disposition of those shares.
Felix J. Baker is a Director of the Company.
The Reporting Persons disclaim beneficial ownership of the securities held by each of the Funds and FBB Associates, and this Amendment No. 5 shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 13(d) or for any other purpose.
(c)
On June 27, 2012, the Issuer issued 7,500 options to purchase common stock to Felix J. Baker, as director compensation, with an exercise price of $40.74 per share, with 1/12 of the options vesting and becoming exercisable on July 27, 2012, and 1/12 of the options vesting and becoming exercisable monthly thereafter. Additionally, the disclosure from Item 4 above is incorporated herein by reference. Except as otherwise set forth in this Schedule 13D, as amended, none of the Reporting Persons have effected any other transactions in Common Stock or options to purchase Common Stock during the past sixty days.
(d)
Not applicable.
(e)
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
In connection with the Underwriting Agreement, Felix J. Baker and Stephen R. Biggar, a representative of the Filing Persons and the Funds, each Directors of the Issuer, entered into Lock-up Letter Agreements, dated July 9, 2012, (the “Lock-up Agreements”). Pursuant to the Lock-up Agreements, Felix J. Baker and Stephen R. Biggar agreed that, without the prior written consent of the Underwriters, they will not (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned or any other securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, subject to certain exceptions set forth in the Lock-up Agreements, for 90 days after the date of the final prospectus, which was dated July 10, 2012 (the “Restricted Period”). In addition, Felix J. Baker and Stephen R. Biggar agreed that, without the prior written consent of the Underwriters, they will not during the Restricted Period make any demand for or exercise any right with respect to, the registration of any shares of the Common Stock. For purposes of the Lock-up Agreements, “owned” means common stock which Felix J. Baker and Stephen R. Biggar beneficially own, respectively, expressly excluding common stock owned by 14159, L.P., 667, L.P., Baker Biotech Fund II(A), L.P., Baker Bros. Investments, L.P., Baker Brothers Investments II, L.P., Baker Brothers Life Sciences, L.P. and Baker/Tisch Investments, L.P.
The summary of the Lock-up Agreement in this Schedule 13D does not purport to be complete and is qualified in its entirety by reference to such agreement, which is filed as Exhibit 10.1.
Item 7. Material to be Filed as Exhibits
| Exhibit | Description | |
| 10.1 | Form of Lock-up Letter Agreement. | |
| 99.1 | Agreement regarding the joint filing of this statement. |
[AG NOTE: DELETE THIS BLANK PAGE]
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.
July 19, 2012
| BAKER BROS. ADVISORS, LLC | ||
| By: | /s/ Scott L. Lessing | |
| Name: Scott L. Lessing | ||
| Title: President | ||
| By: | /s/ Julian C. Baker | |
| Julian C. Baker | ||
| By: | /s/ Felix J. Baker | |
| Felix J. Baker | ||
| FBB Associates | ||
| By: | /s/ Julian C. Baker | |
| Name: Julian C. Baker | ||
| Title: Partner | ||
