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Filing Details

Accession Number:: 0001638599-17-000614
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-06-16 16:04:47
Reporting Period:: 2017-06-14

Filing Date:: 2017-06-16
Accepted Time:: 2017-06-16 16:04:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
899866	Alexion Pharmaceuticals Inc	ALXN	Pharmaceutical Preparations (2834)	133648318

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	667 Madison Avenue, 21St Floor New York NY 10065	Yes	No	No	No
1087940	Felix Baker	667 Madison Avenue, 21St Floor New York NY 10065	Yes	No	No	No
1263508	Baker Bros. Advisors Lp	667 Madison Avenue, 21St Floor New York NY 10065	Yes	No	No	No
1363364	Baker Brothers Life Sciences Lp	667 Madision Avenue, 21St Floor New York NY 10065	Yes	No	No	No
1551139	667, L.p.	667 Madision Avenue, 21St Floor New York NY 10065	Yes	No	No	No
1580575	Baker Bros. Advisors (Gp) Llc	667 Madision Avenue, 21St Floor New York NY New York	Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2017-06-14	448	$118.00	647,815	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-14	3,944	$118.00	7,321,850	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	490	$116.54	648,305	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	4,310	$116.54	7,326,160	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	4,485	$116.65	652,790	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	39,473	$116.65	7,365,633	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	1,017	$116.95	653,807	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	8,950	$116.95	7,374,583	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	24,692	$117.05	678,499	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	217,305	$117.05	7,591,888	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	611	$117.21	679,110	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	5,373	$117.21	7,597,261	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	5,102	$117.50	684,212	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	44,898	$117.50	7,642,159	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	426	$116.75	684,638	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	3,747	$116.75	7,645,906	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	300	$116.75	684,938	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	32,008	$117.60	716,946	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	103,200	$117.63	820,146	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2017-06-15	160,000	$117.71	980,146	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	65,810	Direct
Common Stock	66,153	Direct
Common Stock	94,410	Indirect	See Footnote

Footnotes

65,810 shares of Common Stock of Alexion Pharmaceuticals, Inc. (the "Issuer") directly held by Felix J. Baker, a principal of Baker Bros. Advisors LP (the "Adviser"). Felix J. Baker serves on the Board of Directors of the Issuer (the "Board").
66,153 shares of Common Stock of the Issuer directly held by Julian C. Baker, a principal of the Adviser.
Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 94,410 shares of Common Stock of the Issuer directly held by FBB Associates. Felix J. Baker and Julian C. Baker are the sole partners of FBB Associates. Felix J. Baker and Julian C. Baker each disclaims beneficial ownership of the securities held directly by FBB Associates except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Felix J. Baker or Julian C. Baker is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
After giving effect to the transactions reported herein and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker each may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
Includes beneficial ownership of 1,531 common shares and 2,030 restricted stock units payable solely in common shares previously issued to Felix J. Baker in his capacity as a director of the Issuer pursuant to the Stock Incentive Plan in lieu of director retainer fees, of which the fund may be deemed to own a portion.
Includes 12,763, 33,608 and 20,226 shares of Common Stock of the Issuer held directly, respectively by Julian C. Baker, Felix J. Baker and Stephen R. Biggar received from their service on the Board of Directors of Synageva Biopharma Corp. ("Synageva Board"), a company acquired by the Issuer pursuant to a merger agreement dated May 5, 2015 and its predecessor ("Predecessor Board"). Julian C. Baker, a principal of the Adviser, served on the Predecessor Board as a representative of the Funds. Felix J. Baker, a principal of the Adviser, and Stephen R. Biggar, an employee of the Adviser served on the Synageva Board. Felix J. Baker serves on the Board. Pursuant to the policies of the Adviser, Julian C. Baker, Felix J. Baker and Stephen R. Biggar do not have any right to any of Synageva's or the Issuer's securities issued as part of their service on the Board, the Synageva Board or the Predecessor Board and the Funds are entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the stock options or common shares received for service on the Board, the Synageva Board or the Predecessor Board. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the stock options and common shares received from their service on the Board, the Synageva Board or the Predecessor Board (i.e. no direct pecuniary interest).
After giving effect to the transactions reported herein and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
The price reported in Column 4 is a weighted average price. These shares were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds") in multiple transactions at prices ranging from $116.43 to $117.23, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $116.43 to $116.76, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $116.65 to $117.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $116.77 to $117.76, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $117.14 to $117.30, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $117.43 to $117.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 in multiple transactions at prices ranging from $116.76 to $117.75, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 in multiple transactions at prices ranging from $117.23 to $118.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The Adviser serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.