Synageva BioPharma Form 4 / FELIX BAKER ownership change

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 FELIX

(Last)

(First)

(Middle)

667 MADISON AVENUE, 21ST FLOOR

(Street)

NEW YORK

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)
06/22/2015

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								500	D
Common Stock								143,462	I	See Footnotes⁽¹⁾
Common Stock	06/22/2015		J		206,800⁽²⁾	D	$0	12,250	I	See Footnotes⁽³⁾⁽²¹⁾⁽²²⁾
Common Stock	06/22/2015		J		19,318⁽⁴⁾	A	$0	19,818	D
Common Stock	06/22/2015		J		165,213⁽⁵⁾	D	$0	12,250	I	See Footnotes⁽⁶⁾⁽²¹⁾⁽²²⁾
Common Stock	06/22/2015		J		12,500⁽⁷⁾	A	$0	32,318	D
Common Stock	06/22/2015		J		55,479⁽⁸⁾	D	$0	12,250	I	See Footnotes⁽⁹⁾⁽²¹⁾⁽²²⁾
Common Stock	06/22/2015		J		5,543⁽¹⁰⁾	A	$0	37,861	D
Common Stock	06/22/2015		J		1,068,128⁽¹¹⁾	D	$0	680,187	I	See Footnotes⁽¹²⁾⁽²¹⁾⁽²²⁾
Common Stock	06/22/2015		J		40,449⁽¹³⁾	A	$0	78,310	D
Common Stock	06/22/2015		J		100,490⁽¹⁴⁾	D	$0	12,250	I	See Footnotes⁽¹⁵⁾⁽²¹⁾⁽²²⁾
Common Stock	06/22/2015		J		497⁽¹⁶⁾	A	$0	78,807	D
Common Stock	06/22/2015		J		211,614⁽¹⁷⁾	D	$0	12,250	I	See Footnotes⁽¹⁸⁾⁽²¹⁾⁽²²⁾
Common Stock	06/22/2015		J		21,196⁽¹⁹⁾	A	$0	100,003	D
Common Stock								9,184,771	I	See Footnotes⁽²⁰⁾⁽²¹⁾⁽²²⁾

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)

Explanation of Responses:

1. Felix J. Baker may be deemed to have an indirect pecuniary interest in 143,462 shares of Common Stock of Synageva BioPharma Corp. (the "Issuer") directly held by FBB Associates. Felix J. Baker and Julian C. Baker are the sole partners of FBB Associates. Felix J. Baker disclaims beneficial ownership of the securities held directly by FBB Associates except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Felix J. Baker or Julian C. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose. Julian C. Baker is filing a Form 4 separately.

2. Represents 206,800 common shares of the Issuer distributed by Baker/Tisch Investments, L.P. as part of a in-kind pro rata distribution without consideration to the partners of Baker/ Tisch Investments, L.P. which includes Felix J Baker and Julian C. Baker and other investors in Baker/Tisch Investments, L.P. such pro rata distribution did not change the pecuniary interest of any of the partners of Baker/Tisch Investments, L.P. in the securities of the Issuer.

3. As a result of his ownership interest in Baker/Tisch Capital (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 12,250 shares of Common Stock of the Issuer directly held by Baker/Tisch Investments, L.P. ("Baker Tisch"), a limited partnership of which the sole general partner is Baker/Tisch Capital, L.P., a limited partnership of which the sole general partner is Baker/Tisch Capital (GP), LLC, due to Baker/Tisch Capital, L.P.'s right to receive an allocation of a portion of the profits from Baker Tisch.

4. Reflects shares of common stock of the Issuer held directly by Felix J. Baker including 19,318 shares received in the in-kind pro rata distribution without consideration reported above. Such shares were previously reported as indirectly beneficially owned by Felix. J. Baker. Such acquisition of direct beneficial ownership is exempt from Section 16 pursuant to Rule 16a-13 as a change in form of beneficial ownership.

5. Represents 165,213 common shares of the Issuer distributed by Baker Bros. Investments, L.P. as part of a in-kind pro rata distribution without consideration in accordance with pecuniary interest to Felix J Baker and Julian C. Baker and other investors in Baker Bros. Investments, L.P. such pro rata distribution did not change the pecuniary interest of any of the partners of Baker Bros. Investments, L.P. in the securities of the Issuer.

6. As a result of his ownership interest in Baker Bros. Capital(GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 12,250 shares of Common Stock of the Issuer directly held by Baker Bros. Investments, L.P. ("Baker Bros. Investments I"), a limited partnership of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC, due to Baker Bros. Capital, L.P.'s right to receive an allocation of a portion of the profits from Baker Bros. Investments I.

7. Reflects shares of common stock of the Issuer held directly by Felix J. Baker including 12,500 shares received in the in-kind pro rata distribution without consideration reported above. Such shares were previously reported as indirectly beneficially owned by Felix. J. Baker. Such acquisition of direct beneficial ownership is exempt from Section 16 pursuant to Rule 16a-13 as a change in form of beneficial ownership.

8. Represents 55,479 common shares of the Issuer distributed by Baker Bros. Investments II, L.P. as part of a in-kind pro rata distribution without consideration in accordance with pecuniary interest to Felix J Baker and Julian C. Baker and other investors in Baker Bros. Investments II, L.P. such pro rata distribution did not change the pecuniary interest of any of the partners of Baker Bros. Investments II, L.P. in the securities of the Issuer.

9. As a result of his ownership interest in Baker Bros. Capital (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 12,250 shares of Common Stock of the Issuer directly held by Baker Bros. Investments II, L.P. ("Baker Bros. Investments II"), a limited partnership of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC, due to Baker Bros. Capital, L.P.'s right to receive an allocation of a portion of the profits from Baker Bros. Investments II.

10. Reflects shares of common stock of the Issuer held directly by Felix J. Baker including 5,543 shares received in the in-kind pro rata distribution without consideration reported above. Such shares were previously reported as indirectly beneficially owned by Felix. J. Baker. Such acquisition of direct beneficial ownership is exempt from Section 16 pursuant to Rule 16a-13 as a change in form of beneficial ownership.

11. Represents 1,068,128 common shares of the Issuer distributed by 667, L.P. as part of a in-kind pro rata distribution without consideration in accordance with pecuniary interest to Felix J Baker and Julian C. Baker and other investors in 667, L.P. such pro rata distribution did not change the pecuniary interest of any of the partners of 667, L.P. in the securities of the Issuer.

12. As a result of his ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 680,187 shares of Common Stock of the Issuer directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.

13. Reflects shares of common stock of the Issuer held directly by Felix J. Baker including 40,449 shares received in the in-kind pro rata distribution without consideration reported above. Such shares were previously reported as indirectly beneficially owned by Felix. J. Baker. Such acquisition of direct beneficial ownership is exempt from Section 16 pursuant to Rule 16a-13 as a change in form of beneficial ownership.

14. Represents 100,490 common shares of the Issuer distributed by Baker Biotech Fund II(A), L.P. as part of a in-kind pro rata distribution without considerationin accordance with pecuniary interest to Felix J Baker and Julian C. Baker and other investors in Baker Biotech Fund II(A), L.P. such pro rata distribution did not change the pecuniary interest of any of the partners of Baker Biotech Fund II (A), L.P. in the securities of the Issuer.

15. As a result of his ownership interest in Baker Biotech Capital II(A) (GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 12,250 shares of Common Stock of the Issuer directly held by Baker Biotech Fund II(A), L.P. ("Baker Biotech"), a limited partnership of which the sole general partner is Baker Biotech Capital II(A), L.P., a limited partnership of which the sole general partner is Baker Biotech Capital II(A) (GP), LLC, due to Baker Biotech Capital II(A), L.P.'s right to receive an allocation of a portion of the profits from Baker Biotech.

16. Reflects shares of common stock of the Issuer held directly by Felix J. Baker including 497 shares received in the in-kind pro rata distribution without consideration reported above. Such shares were previously reported as indirectly beneficially owned by Felix. J. Baker. Such acquisition of direct beneficial ownership is exempt from Section 16 pursuant to Rule 16a-13 as a change in form of beneficial ownership.

17. Represents 211,614 common shares of the Issuer distributed by 14159, L.P. as part of a in-kind pro rata distribution without consideration in accordance with pecuniary interest to Felix J Baker and Julian C. Baker and other investors in 14159, L.P. such pro rata distribution did not change the pecuniary interest of any of the partners of 14159, L.P. in the securities of the Issuer.

18. As a result of his ownership interest in 14159 Capital(GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 12,250 shares of Common Stock of the Issuer directly held by 14159, L.P. ("14159"), a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159.

19. Reflects shares of common stock of the Issuer held directly by Felix J. Baker including 21,196 shares received in the in-kind pro rata distribution without consideration reported above. Such shares were previously reported as indirectly beneficially owned by Felix. J. Baker. Such acquisition of direct beneficial ownership is exempt from Section 16 pursuant to Rule 16a-13 as a change in form of beneficial ownership.

20. As a result of his ownership interest in Baker Brothers Life Sciences Capital(GP), LLC, Felix J. Baker may be deemed to have an indirect pecuniary interest in 9,184,771 shares of Common Stock of the Issuer directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.

21. Includes beneficial ownership of 12,250 total shares of common stock received upon exercise of stock options issued to Felix J. Baker and Julian C. Baker in each of their capacities as directors of the predecessor of the Issuer. Felix J. Baker is currently a director of the Issuer. Julian C. Baker and Felix J. Baker, pursuant to the policies of the Adviser, do not have any right to the pecuniary interest in the stock options issued for their service on the Board of Directors of the Issuer (the "Board") or the shares of common stock received upon exercise of such stock options. These shares are reported for each of Baker Tisch, Baker Bros. Investments, Baker Bros. Investments II, 667, Baker Biotech, Life Sciences and 14159 (collectively the "Funds") as each has an indirect proportionate pecuniary interest in the shares of common stock received upon exercise of the stock options issued in connection with Julian C. Baker's and Felix J. Baker's service on the Board less the exercise cost of those options. Solely as a result of their ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares issued upon exercise of the stock options (i.e. no direct pecuniary interest).

22. Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

Felix J. Baker is a director of Synageva Biopharma Corp.

	/s/ Felix J. Baker	06/22/2015
	** Signature of Reporting Person	Date
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Synageva BioPharma Inactive Form 4SYNAGEVA BIOPHARMA / FELIX BAKER ownership change