FORM 4
[ ] 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
                                                                                  
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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 *

SCHNELL DAVID
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)
Indirect 10% owner
(Last)          (First)          (Middle)

C/O PROSPECT VENTURE PARTNERS, 435 TASSO STREET, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

5/28/2008
(Street)

PALO ALTO, CA 94301
(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                  1829765   I   By Prospect Venture Partners II, L.P.   (1)
Common Stock                  27866   I   By Prospect Associates II, L.P.   (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 purchase)   $6.63   5/28/2008        5000         (3) 5/28/2018   Common Stock   5000   $0.00   5000   D    

Explanation of Responses:
( 1)  Prospect Management Co. II, LLC, of which the reporting person is one of the managing directors, is the sole general partner of Prospect Venture Partners II, L.P. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 2)  Prospect Management Co. II, LLC, of which the reporting person is one of the managing directors, is the sole general partner of Prospect Associates II, L.P. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 3)  Option vests 100% on May 15, 2009, subject to the individual's provision of service to the issuer on such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SCHNELL DAVID
C/O PROSPECT VENTURE PARTNERS
435 TASSO STREET, SUITE 200
PALO ALTO, CA 94301
X

Indirect 10% owner

Signatures
/s/ Michelle Burris as attorney-in-fact for David Schnell 5/29/2008
** 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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