| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol SYNAGEVA BIOPHARMA CORP [ GEVA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Options (Right to Buy) | $10.1 | 06/22/2015 | D | 1,375 | (1) | 07/21/2019 | Common Stock | 1,375 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $11.35 | 06/22/2015 | D | 1,500 | (2) | 09/22/2020 | Common Stock | 1,500 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $20.6 | 06/22/2015 | D | 1,375 | (3) | 06/26/2018 | Common Stock | 1,375 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $23 | 06/22/2015 | D | 8,375 | (4) | 12/20/2021 | Common Stock | 8,375 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $23.95 | 06/22/2015 | D | 1,000 | (5) | 06/27/2017 | Common Stock | 1,000 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $40.32 | 06/22/2015 | D | 5,001 | (6) | 06/06/2023 | Common Stock | 5,001 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $40.74 | 06/22/2015 | D | 3,750 | (7) | 06/27/2022 | Common Stock | 3,750 | $0.00 | 0 | D | ||||
| Stock Options (Right to Buy) | $80.35 | 06/22/2015 | D | 7,500 | (8) | 06/04/2024 | Common Stock | 7,500 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Merger Agreement, these options, which vested 100% and became first exerciseable on July 21, 2010, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price , divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. The reporting person previously transferred an option to purchase 1,375 Shares of the original 2,750 granted under this stock option, which transfer was not reported as permitted under Rule 16a-12 of the Securities Exchange Act. |
| 2. Pursuant to the Merger Agreement, these options, which vested 100% and became first exerciseable on 9/22/2011, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. The reporting person previously transferred an option to purchase 1,500 Shares of the original 3,000 granted under this stock option, which transfer was not reported as permitted under Rule 16a-12 of the Securities Exchange Act. |
| 3. Pursuant to the Merger Agreement, these options, which vested 100% and became first exerciseable on June 26, 2009, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. The reporting person previously transferred an option to purchase 1,375 Shares of the original 2,750 granted under this stock option, which transfer was not reported as permitted under Rule 16a-12 of the Securities Exchange Act. |
| 4. Pursuant to the Merger Agreement, these options, which vest 25% on 12/02/2011 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. |
| 5. Pursuant to the Merger Agreement, these options vested one-third every year over a three-year period and became exercisable on the following schedule: 33.33% on 06/27/2008, 33.33% on 06/27/2009, 33.33% on 06/27/2010, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price , divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. |
| 6. Pursuant to the Merger Agreement, these options, which vest 25% on 07/06/2013 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price , divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. The reporting person previously transferred an option to purchase 5,001 Shares of the original 10,002 granted under this stock option, which transfer was not reported as permitted under Rule 16a-12 of the Securities Exchange Act. |
| 7. Pursuant to the Merger Agreement, these options, which vest 25% on 07/27/2012 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. The reporting person previously transferred an option to purchase 3.750 Shares of the original 7,500 granted under this stock option, which transfer was not reported as permitted under Rule 16a-12 of the Securities Exchange Act. |
| 8. Pursuant to the Merger Agreement, these options, which vest 25% on 07/04/2014 and 1/36 of the remainder of the shares vest and become exercisable monthly thereafter, accelerated, became fully vested and were cancelled pursuant to the Merger Agreement in exchange for an amount in cash and shares of Alexion common stock equal to (i) the Transaction Consideration multiplied by (ii) a number of shares of Synageva common stock equal to (1) $230.00 minus the per share exercise price, divided by (2) $230.00, with the cash portion of such amount rounded down to the nearest cent and with the portion of such amount payable in shares of Parent common stock rounded down to the nearest one thousandth of a share. |
| Remarks: |
| /s/ Chris Heberlig, Attorney-in-fact | 06/23/2015 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
