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 *

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)      _____ Other (specify below)
(Last)          (First)          (Middle)

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

10/28/2010
(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   10/28/2010     D    1829765   D   (1) 1829765   I   By Prospect Venture Partners II, L.P.   (2)
Common Stock   10/28/2010     D    27866   D   (3) 27866   I   By Prospect Associates II, 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      (5) 10/24/2016   Common Stock   12500   $0.00   0   D    
Stock option (right to purchase)   $19.08   10/28/2010     D         5000      (6) 5/25/2017   Common Stock   5000   $0.00   0   D    
Stock option (right to purchase)   $6.63   10/28/2010     D         5000      (7) 5/26/2018   Common Stock   5000   $0.00   0   D    
Stock option (right to purchase)   $2.28   10/28/2010     D         5000      (8) 5/27/2019   Common Stock   5000   $0.00   0   D    
Stock option (right to purchase)   $3.45   10/28/2010     D         5000      (9) 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 $2,497,629.23 cash, (b) 300,264 shares of Emergent common stock having a market value of $18.26 per share on the effective date of the merger and (c) 1,829,765 contingent value rights, which represent the right to receive possible additional cash payments.
( 2)  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.
( 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 $38,037.09 cash, (b) 4,572 shares of Emergent common stock having a market value of $18.26 per share on the effective date of the merger and (c) 27,866 contingent value rights, which represent the right to receive possible additional cash payments.
( 4)  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.
( 5)  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.
( 6)  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.
( 7)  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.
( 8)  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.
( 9)  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
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



Signatures
/s/ Kathleen Deeley as attorney-in-fact for David Schnell 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.
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