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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Trubion Pharmaceuticals (MM) | NASDAQ:TRBN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 4.60 | 0 | 01:00:00 |
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
OMB APPROVAL
OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
|
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
Heron Patrick J |
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 _____ Officer (give title below) __ X __ Other (specify below) 10% Owner Indirect |
FRAZIER HEALTHCARE VENTURES, 70 WILLOW, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
MENLO PARK, CA 94025 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 10/28/2010 | D | 4457 | D | (1) | 0 | I | Frazier Affiliates III, L.P. (2) | ||
Common Stock | 10/28/2010 | D | 8291 | D | (3) | 0 | I | Frazier Affiliates IV, L.P. (4) | ||
Common Stock | 10/28/2010 | D | 592505 | D | (5) | 0 | I | Frazier Healthcare III, L.P. (2) | ||
Common Stock | 10/28/2010 | D | 1632687 | D | (6) | 0 | I | Frazier Healthcare IV, L.P. (4) |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
|||||||||||||||
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 option (right to purchase) | $13.78 | 10/28/2010 | D | 12500 | (7) | 10/24/2016 | Common stock | 12500 | $0.00 | 0 | D | ||||
Stock option (right to purchase) | $19.08 | 10/28/2010 | D | 5000 | (8) | 5/25/2017 | Common stock | 5000 | $0.00 | 0 | D | ||||
Stock option (right to purchase) | $6.63 | 10/28/2010 | D | 5000 | (9) | 5/28/2018 | Common stock | 5000 | $0.00 | 0 | D | ||||
Stock option (right to purchase) | $2.28 | 10/28/2010 | D | 5000 | (10) | 5/27/2019 | Common stock | 5000 | $0.00 | 0 | D | ||||
Stock option (right to purchase) | $3.45 | 10/28/2010 | D | 5000 | (11) | 5/26/2020 | Common stock | 5000 | $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 $6,083.81 cash, (b) 731 shares of Emergent common stock having a market value of $18.26 per share on the effective date of the merger and (c) 4,457 contingent value rights, which represent the right to receive possible additional cash payments. |
( 2) | The reporting person is an affiliate of FHM III, LLC, the general partner of Frazier Healthcare III, L.P. and Frazier Affiliates III, L.P., but disclaims beneficial ownership of these shares except to the extent of his proportionate partnership interest therein. |
( 3) | 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 $11,317.22 cash, (b) 1,360 shares of Emergent common stock having a market value of $18.26 per share on the effective date of the merger and (c) 8,291 contingent value rights, which represent the right to receive possible additional cash payments. |
( 4) | The reporting person is a partner of FHM IV, L.P., the general partner of Frazier Healthcare IV, L.P. and Frazier Affiliates IV, L.P., but disclaims beneficial ownership of these shares except to the extent of his proportionate partnership interest therein. |
( 5) | 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 $808,769.33 cash, (b) 97,230 shares of Emergent common stock having a market value of $18.26 per share on the effective date of the merger and (c) 592,505 contingent value rights, which represent the right to receive possible additional cash payments. |
( 6) | 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 $2,228,617.76 cash, (b) 267,923 shares of Emergent common stock having a market value of $18.26 per share on the effective date of the merger and (c) 1,632,687 contingent value rights, which represent the right to receive possible additional cash payments. |
( 7) | This option, which was 100% vested on October 23, 2009, was cancelled in the merger between the issuer and Emergent BioSolutions Inc. and certain of its affiliates, without any consideration being received. |
( 8) | 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. |
( 9) | 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. |
( 10) | 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. |
( 11) | This option, which was to be 100% vested on May 25, 2011, 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 $5,500, 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. |
Reporting Owners
|
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Reporting Owner Name / Address |
|
||||
Director | 10% Owner | Officer | Other | ||
Heron Patrick J
FRAZIER HEALTHCARE VENTURES 70 WILLOW, SUITE 200 MENLO PARK, CA 94025 |
X |
|
|
10% Owner Indirect |
Signatures
|
||
/s/ Kathleen Deeley as attorney-in-fact for Patrick J. Heron | 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). |
** | 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 control number. |
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