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
                                                                                  
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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 *

MCKEREGHAN KATHLEEN
2. Issuer Name and Ticker or Trading Symbol

Trubion Pharmaceuticals, Inc [ TRBN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP and General Counsel
(Last)          (First)          (Middle)

2401 4TH AVE., SUITE 1050
3. Date of Earliest Transaction (MM/DD/YYYY)

10/28/2010
(Street)

SEATTLE, WA 98121
(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                  0   D    

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
Employee Stock Option (right to buy)   $17.53   10/28/2010     D         65000      (1) 7/19/2017   Common Stock   65000   $0.00   0   D    
Employee Stock Option (right to buy)   $8.98   10/28/2010     D         20600      (2) 1/31/2018   Common Stock   20600   $0.00   0   D    
Employee Stock Option (right to buy)   $1.33   10/28/2010     D         50000      (3) 1/30/2019   Common Stock   50000   $0.00   0   D    
Employee Stock Option (right to buy)   $1.33   10/28/2010     D         27500      (4) 1/30/2019   Common Stock   27500   $0.00   0   D    
Employee Stock Option (right to buy)   $3.82   10/28/2010     D         45000      (5) 1/29/2020   Common Stock   45000   $0.00   0   D    

Explanation of Responses:
( 1)  This option, which provided for vesting at the rate of 25% on June 26, 2008, and 1/48th monthly thereafter, such that all of the shares would be fully vested as of June 26, 2011, was cancelled in the merger between the issuer and Emergent BioSolutions Inc. and certain of its affiliates, without any consideration being received.
( 2)  This option, which provided for vesting at the rate of 1/48th on February 1, 2008, and 1/48th monthly thereafter, such that all of the shares would be fully vested as of January 1, 2012, was cancelled in the merger between the issuer and Emergent BioSolutions Inc. and certain of its affiliates, without any consideration being received.
( 3)  This option, which provided for vesting at the rate of 1/48th on February 1, 2009, and then 1/48th monthly thereafter, such that all of the shares would be fully vested as of January 1, 2013, 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 $161,000, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 50,000 contingent value rights, which represents the right to receive possible additional future cash payments.
( 4)  This option. which provided for vesting at the rate of 1/36th on August 27, 2009, and then 1/36th monthly thereafter, such that all of the shares would be fully vested as of July 27, 2012, 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 $88,550, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 27,500 contingent value rights, which represents the right to receive possible additional future cash payments.
( 5)  This option, which provided for vesting at the rate of 1/48th on February 1, 2010, and then 1/48th monthly thereafter, such that all of the shares would be fully vested as of January 1, 2014, 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 $32,850, representing the difference between the exercise price and the initial merger consideration of $4.55 per share, and (b) 45,000 contingent value rights, which represents the right to receive possible additional future cash payments.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MCKEREGHAN KATHLEEN
2401 4TH AVE., SUITE 1050
SEATTLE, WA 98121


SVP and General Counsel

Signatures
/s/ Kathleen M. Deeley 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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