Edgar Filing: ZYMOGENETICS INC

Ownership Submission

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

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LEFF JONATHAN S

2. Issuer Name and Ticker or Trading Symbol
ZYMOGENETICS INC [ZGEN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1201 EASTLAKE AVENUE EAST

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2010

(Street)

SEATTLE, WA 98102

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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, no par value per share	10/07/2010		U		9,387,559	D	$ 9.75	0	I	See footnotes ⁽¹⁾ ⁽²⁾

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to buy)

$ 4.6

10/12/2010

12,000

06/17/2011⁽³⁾

06/17/2020

Common Stock

12,000

$ 5.15 ⁽⁵⁾

Stock Option (Right to buy)

$ 4.61

10/12/2010

12,000

⁽⁴⁾

06/10/2019

Common Stock

12,000

$ 5.14 ⁽⁵⁾

Stock Option (Right to buy)

$ 7.9

10/12/2010

12,000

⁽⁴⁾

06/18/2018

Common Stock

12,000

$ 1.85 ⁽⁵⁾

Stock Option (Right to buy)

$ 15.11

10/12/2010

12,000

⁽⁴⁾

06/21/2017

Common Stock

⁽⁶⁾

Stock Option (Right to buy)

$ 18.5

10/12/2010

7,500

⁽⁴⁾

06/15/2016

Common Stock

⁽⁶⁾

Stock Option (Right to buy)

$ 16.38

10/12/2010

7,500

⁽⁴⁾

06/10/2015

Common Stock

⁽⁶⁾

Stock Option (Right to buy)

$ 15.45

10/12/2010

7,500

⁽⁴⁾

06/10/2014

Common Stock

⁽⁶⁾

Stock Option (Right to buy)

$ 14.7

10/12/2010

6,803

⁽⁴⁾

06/12/2013

Common Stock

⁽⁶⁾

Stock Option (Right to buy)

$ 7.49

10/12/2010

13,352

⁽⁴⁾

06/21/2012

Common Stock

13,352

$ 2.26 ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEFF JONATHAN S 1201 EASTLAKE AVENUE EAST SEATTLE, WA 98102	X	X

Signatures

/s/ Scott A. Arenare Name: Jonathan S.Leff By: Scott A. Arenare, Attorney-in-Fact***		10/12/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	See Note 1 on Exhibit 99.1 attached hereto.
(2)	See Note 2 on Exhibit 99.1 attached hereto.
(3)	This unvested option was cancelled pursuant to the terms of the Agreement and Plan of Merger between ZymoGenetics, Inc. (the "Company"), Bristol-Myers Squibb Company and Zeus Acquisition Company, dated September 7, 2010 (the "Merger Agreement") in exchange for a cash payment representing the number of shares of the Company's Common Stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $9.75.
(4)	This option is fully vested.
(5)	This option was canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment representing the number of shares of the Company's Common Stock underlying such option multiplied by the difference between the exercise price of the option and the per share purchase price of $9.75.
(6)	This option was canceled pursuant to the terms of the Merger Agreement without cash payment, as the exercise price of the option is greater than the per share purchase price of $9.75.
Remarks: *** The Power of Attorney given by Mr. Leff was previously filed with the SEC on September 13, 2007 as an exhibit to a Form 4 filed by Mr. Leff with respect to ZymoGenetics, Inc. Exhibit List Exhibit 99.1 - Explanation of Responses

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