- Statement of Changes in Beneficial Ownership (4)

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 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * LEFF JONATHAN S	2. Issuer Name and Ticker or Trading Symbol ZYMOGENETICS INC [ ZGEN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 1201 EASTLAKE AVENUE EAST	3. Date of Earliest Transaction (MM/DD/YYYY) 10/7/2010
(Street) SEATTLE, WA 98102 (City)        (State)        (Zip)	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, no par value per share	10/7/2010		U		9387559	D	$9.75	0	I	See footnotes   (1) (2)

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 buy)	$4.6	10/12/2010		D			12000	6/17/2011   (3)	6/17/2020	Common Stock	12000	$5.15   (5)	0	D
Stock Option (Right to buy)	$4.61	10/12/2010		D			12000	(4)	6/10/2019	Common Stock	12000	$5.14   (5)	0	D
Stock Option (Right to buy)	$7.9	10/12/2010		D			12000	(4)	6/18/2018	Common Stock	12000	$1.85   (5)	0	D
Stock Option (Right to buy)	$15.11	10/12/2010		D			12000	(4)	6/21/2017	Common Stock	0	(6)	0	D
Stock Option (Right to buy)	$18.5	10/12/2010		D			7500	(4)	6/15/2016	Common Stock	0	(6)	0	D
Stock Option (Right to buy)	$16.38	10/12/2010		D			7500	(4)	6/10/2015	Common Stock	0	(6)	0	D
Stock Option (Right to buy)	$15.45	10/12/2010		D			7500	(4)	6/10/2014	Common Stock	0	(6)	0	D
Stock Option (Right to buy)	$14.7	10/12/2010		D			6803	(4)	6/12/2013	Common Stock	0	(6)	0	D
Stock Option (Right to buy)	$7.49	10/12/2010		D			13352	(4)	6/21/2012	Common Stock	13352	$2.26   (5)	0	D

Explanation of Responses:
( 1)	See Note 1 on Exhibit 99.1 attached hereto.
( 2)	See Note 2 on Exhibit 99.1 attached hereto.
( 3)	This unvested option was cancelled pursuant to the terms of the Agreement and Plan of Merger between ZymoGenetics, Inc. (the "Company"), Bristol-Myers Squibb Company and Zeus Acquisition Company, dated September 7, 2010 (the "Merger Agreement") in exchange for a cash payment representing the number of shares of the Company's Common Stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $9.75.
( 4)	This option is fully vested.
( 5)	This option was canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment representing the number of shares of the Company's Common Stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $9.75.
( 6)	This option was canceled pursuant to the terms of the Merger Agreement without cash payment, as the exercise price of the option is greater than the per share purchase price of $9.75.

Remarks: *** The Power of Attorney given by Mr. Leff was previously filed with the SEC on September 13, 2007 as an exhibit to a Form 4 filed by Mr. Leff with respect to ZymoGenetics, Inc. Exhibit List Exhibit 99.1 - Explanation of Responses

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LEFF JONATHAN S 1201 EASTLAKE AVENUE EAST SEATTLE, WA 98102	X	X

Signatures
/s/ Scott A. Arenare Name: Jonathan S.Leff By: Scott A. Arenare, Attorney-in-Fact***		10/12/2010
** 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).
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