Statement of Changes in Beneficial Ownership (4)
June 23 2015 - 9:38AM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Quart Barry D
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2. Issuer Name
and
Ticker or Trading Symbol
SYNAGEVA BIOPHARMA CORP
[
GEVA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
33 HAYDEN AVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/22/2015
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(Street)
LEXINGTON, MA 02421
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (Right to Buy)
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$10.10
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6/22/2015
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D
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1375
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(1)
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7/21/2019
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Common Stock
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1375
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$0.00
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0
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D
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Stock Options (Right to Buy)
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$11.35
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6/22/2015
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D
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1500
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(2)
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9/22/2020
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Common Stock
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1500
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$0.00
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0
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D
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Stock Options (Right to Buy)
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$20.60
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6/22/2015
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D
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1375
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(3)
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6/26/2018
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Common Stock
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1375
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$0.00
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0
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D
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Stock Options (Right to Buy)
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$23.00
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6/22/2015
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D
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8375
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(4)
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12/20/2021
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Common Stock
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8375
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$0.00
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0
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D
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Stock Options (Right to Buy)
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$23.95
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6/22/2015
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D
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1000
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(5)
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6/27/2017
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Common Stock
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1000
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$0.00
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0
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D
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Stock Options (Right to Buy)
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$40.32
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6/22/2015
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D
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5001
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(6)
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6/6/2023
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Common Stock
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5001
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$0.00
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0
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D
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Stock Options (Right to Buy)
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$40.74
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6/22/2015
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D
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3750
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(7)
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6/27/2022
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Common Stock
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3750
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$0.00
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0
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D
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Stock Options (Right to Buy)
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$80.35
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6/22/2015
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D
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7500
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(8)
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6/4/2024
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Common Stock
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7500
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$0.00
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0
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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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.
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(
4)
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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.
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(
5)
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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.
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(
6)
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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.
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(
7)
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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.
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(
8)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Quart Barry D
33 HAYDEN AVE
LEXINGTON, MA 02421
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X
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Signatures
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/s/ Chris Heberlig, Attorney-in-fact
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6/23/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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