Edgar Filing: LAMPERT MARK N

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 ^*

BVF PARTNERS L P/IL

2. Issuer Name and Ticker or Trading Symbol
FACET BIOTECH CORP [FACT]

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

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

(Last)

(First)

(Middle)

900 N. MICHIGAN AVE., SUITE 1100

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2010

(Street)

CHICAGO, IL 60611

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2010		P		5,000 ⁽¹⁾	A	$ 15.8	3,749,121	D ⁽²⁾
Common Stock	02/02/2010		P		4,000 ⁽¹⁾	A	$ 15.8	3,753,121	D ⁽³⁾
Common Stock	02/02/2010		P		12,000 ⁽¹⁾	A	$ 15.8	3,765,121	D ⁽⁴⁾
Common Stock	02/03/2010		P		3,138 ⁽¹⁾	A	$ 15.8	3,768,259	D ⁽²⁾
Common Stock	02/03/2010		P		2,000 ⁽¹⁾	A	$ 15.8	3,770,259	D ⁽³⁾
Common Stock	02/03/2010		P		7,000 ⁽¹⁾	A	$ 15.8	3,777,259	D ⁽⁴⁾
Common Stock	02/04/2010		P		29,611 ⁽¹⁾	A	$ 15.6318	3,806,870	D ⁽²⁾
Common Stock	02/04/2010		P		21,000 ⁽¹⁾	A	$ 15.6318	3,827,870	D ⁽³⁾
Common Stock	02/04/2010		P		73,000 ⁽¹⁾	A	$ 15.6318	3,900,870	D ⁽⁴⁾
Common Stock								3,900,870	I ⁽⁵⁾	General partner and manager of entities with direct ownership.
Common Stock								3,900,870	I ⁽⁶⁾	General Partner of entity with indirect ownership.
Common Stock								3,900,870	I ⁽⁷⁾	Sole shareholder and sole director of entity with indirect ownership.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BVF PARTNERS L P/IL 900 N. MICHIGAN AVE., SUITE 1100 CHICAGO, IL 60611		X
BIOTECHNOLOGY VALUE FUND L P 900 N. MICHIGAN AVE., SUITE 1100 CHICAGO, IL 60611				Direct Beneficial Owner
BIOTECHNOLOGY VALUE FUND II LP 900 N. MICHIGAN AVE., SUITE 1100 CHICAGO, IL 60611				Direct Beneficial Owner
BVF INVESTMENTS LLC 900 N. MICHIGAN AVE., SUITE 1100 CHICAGO, IL 60611				Direct Beneficial Owner
LAMPERT MARK N 900 N. MICHIGAN AVE., SUITE 1100 CHICAGO, IL 60611		X
BVF INC/IL 900 N. MICHIGAN AVE., SUITE 1100 CHICAGO, IL 60611		X

Signatures

BVF Partners L.P., By: BVF Inc., its GP, By: /s/ Mark N. Lampert		02/04/2010
^**Signature of Reporting Person		Date
BIOTECHNOLOGY VALUE FUND, L.P. By: BVF Partners L.P., its GP, By: BVF Inc., By: /s/ Mark N. Lampert		02/04/2010
^**Signature of Reporting Person		Date
BIOTECHNOLOGY VALUE FUND II, L.P., By: BVF Partners L.P., its GP, By: BVF Inc., By: /s/ Mark N. Lampert		02/04/2010
^**Signature of Reporting Person		Date
BVF INVESTMENTS, L.L.C., By: BVF Partners L.P., its Manager, By: BVF Inc., By: /s/ Mark N. Lampert		02/04/2010
^**Signature of Reporting Person		Date
BVF INC., By: /s/ Mark N. Lampert		02/04/2010
^**Signature of Reporting Person		Date
MARK N. LAMPERT By: /s/ Mark N. Lampert		02/04/2010
^**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)	Units may represent aggregation of daily trade activity. Details regarding individual execution amounts and prices are available upon request.
(2)	Shares directly beneficially owned by Biotechnology Value Fund, L.P. ("BVF")
(3)	Shares directly beneficially owned by Biotechnology Value Fund II, L.P. ("BVF II")
(4)	The shares of Common Stock are directly beneficially owned by BVF Investments, LLC ("BVFLLC"), a Delaware limited liability company. Pursuant to the operating agreement of BVFLLC, BVF Partners, L.P., a Delaware limited partnership ("Partners") is authorized, among other things, to invest the contributed capital of Samana Capital, L.P., the majority member of BVFLLC, in the shares of Common Stock and other securities and to vote, exercise or convert and dispose of such securities and is entitled to receive fees based on assets under management and, subject to certain exceptions, allocations based on realized and unrealized gains on such assets.
(5)	The shares of Common Stock are indirectly beneficially owned by Partners. Partners is the general partner of BVF and BVF II and is the manager of BVFLLC.
(6)	The shares of Common Stock are indirectly beneficially owned by BVF Inc., a Delaware corporation ("BVF Inc."). BVF Inc. is the general partner of Partners.
(7)	Mark N. Lampert is the sole shareholder, sole director, and an officer of BVF Inc.

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