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Filing Details

Accession Number:: 0001638599-20-000321
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-03-18 18:45:59
Reporting Period:: 2020-03-16

Accepted Time:: 2020-03-18 18:45:59
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	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	No	No
1087940	Felix Baker	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	No	No
1263508	Baker Bros. Advisors Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	No	No
1363364	Baker Brothers Life Sciences Lp	860 Washington Street 3Rd Floor New York NY 10014	Yes	No	No	No
1551139	667, L.p.	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	No	No
1580575	Baker Bros. Advisors (Gp) Llc	860 Washington Street 3Rd Floor New York NY 10014	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	2020-03-16	2,911	$75.66	955,785	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-16	32,228	$75.66	7,415,206	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-16	750	$77.89	956,535	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-16	8,309	$77.89	7,423,515	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-16	688	$77.94	957,223	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-16	7,612	$77.94	7,431,127	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-16	12,017	$79.14	969,240	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-16	133,042	$79.14	7,564,169	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-16	5,612	$79.77	974,852	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-16	62,129	$79.77	7,626,298	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-17	2,517	$76.10	977,369	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-17	27,866	$76.10	7,654,164	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-17	5,917	$76.67	983,286	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-17	65,505	$76.67	7,719,669	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-17	51	$78.66	983,337	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-17	565	$78.66	7,720,234	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-18	379	$79.16	983,716	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-18	4,191	$79.16	7,724,425	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-18	261	$79.29	983,977	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-18	2,888	$79.29	7,727,313	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-18	2,351	$79.72	986,328	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-18	26,022	$79.72	7,753,335	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-18	929	$79.87	987,257	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-18	10,285	$79.87	7,763,620	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-18	298	$80.91	987,555	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2020-03-18	3,298	$80.91	7,766,918	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
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

Shares of common stock ("Common Stock") of Alexion Pharmaceuticals, Inc. (the "Issuer") directly held by Felix J. Baker.
Shares of Common Stock directly held by Julian C. Baker.
Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in shares of Common Stock 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 disclaim 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 (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in 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 their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. This amount includes beneficial ownership of 8,461 shares issued pursuant to the 2017 Incentive Plan ("Stock Incentive Plan") in lieu of director retainer fees, of which 667 may be deemed to own a portion.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $75.40 to $75.85, 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 (the "Staff"), 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 the Funds in multiple transactions at prices ranging from $77.56 to $78.13, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital L.P. and (ii) Life Sciences, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 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 their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. This amount includes beneficial ownership of 8,461 shares issued pursuant to the Stock Incentive Plan in lieu of director retainer fees, of which Life Sciences may be deemed to own a portion.
This amount includes 12,763, 33,608 and 20,226 shares of Common Stock 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 managing member of the Adviser GP (defined below), served on the Predecessor Board. Felix J. Baker, a managing member of the Adviser GP, and Stephen R. Biggar, a full-time employee of the Adviser (defined below), served on the Synageva Board. Felix J. Baker serves on the board of directors of the Issuer (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 Biopharma Corp.'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, restricted stock units or Common Stock received for service on the Board, the Synageva Board and the Predecessor Board. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the stock options, restricted stock units and Common Stock received from their service on the Board, the Synageva Board or the Predecessor Board (i.e. no direct pecuniary interest).
Baker Bros. Advisors LP (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 managing members 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.
The price reported in Column 4 is a weighted average price. These shares were traded by the Funds in multiple transactions at prices ranging from $77.77 to $78.15, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, 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 the Funds in multiple transactions at prices ranging from $78.66 to $79.30, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, 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 the Funds in multiple transactions at prices ranging from $79.32 to $80.30, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, 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 the Funds in multiple transactions at prices ranging from $75.57 to $76.32, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, 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 the Funds in multiple transactions at prices ranging from $76.33 to $77.32, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, 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 the Funds in multiple transactions at prices ranging from $78.79 to $79.29, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, 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 the Funds in multiple transactions at prices ranging from $79.25 to $79.32, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, 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 the Funds in multiple transactions at prices ranging from $79.31 to $80.31, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, 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 the Funds in multiple transactions at prices ranging from $79.58 to $80.40, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, 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 the Funds in multiple transactions at prices ranging from $80.86 to $81.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.