SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

AKKARAJU SRINIVAS

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/08/2003

3. Issuer Name and Ticker or Trading Symbol
SEATTLE GENETICS INC /WA [ SGEN ]

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

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

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	07/08/2003	12/31/2011	Common Stock	640,039	6.25	I	See Footnote⁽¹⁾
Warrants	07/08/2003	12/31/2011	Common Stock	101,421	6.25	I	See Footnote⁽²⁾
Warrants	07/08/2003	12/31/2011	Common Stock	13,826	6.25	I	See Footnote⁽³⁾
Warrants	07/08/2003	12/31/2011	Common Stock	51,478	6.25	I	See Footnote⁽⁴⁾
Warrants	07/08/2003	12/31/2011	Common Stock	5,736	6.25	I	See Footnote⁽⁵⁾
Series A Convertible Preferred Stock⁽⁶⁾	07/08/2004	08/08/1988⁽⁷⁾	Common Stock	5,120,310	2.5⁽⁶⁾	I	See Footnote⁽¹⁾
Series A Convertible Preferred Stock⁽⁶⁾	07/08/2004	08/08/1988⁽⁷⁾	Common Stock	811,370	2.5⁽⁶⁾	I	See Footnote⁽²⁾
Series A Convertible Preferred Stock⁽⁶⁾	07/08/2004	08/08/1988⁽⁷⁾	Common Stock	110,610	2.5⁽⁶⁾	I	See Footnote⁽³⁾
Series A Convertible Preferred Stock⁽⁶⁾	07/08/2004	08/08/1988⁽⁷⁾	Common Stock	411,820	2.5⁽⁶⁾	I	See Footnote⁽⁴⁾
Series A Convertible Preferred Stock⁽⁶⁾	07/08/2004	08/08/1988⁽⁷⁾	Common Stock	45,890	2.5⁽⁶⁾	I	See Footnote⁽⁵⁾

Explanation of Responses:

1. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners (BHCA), L.P. ("BHCA"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Principal at J.P. Morgan Partners, LLC and a limited partner of JPMP Master Fund Manager, L.P. ("MF Manager"), the general partner of BHCA. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within BHCA and within MF Manager. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.

2. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Principal of J.P. Morgan Partners, LLC and a limited partner of MF Manager, a limited partner of J.P. Morgan Partners Global Investors, L.P., the general partner of J.P. Morgan Partners Global Investors A, L.P. JPMP Capital Corp. is the general partner of MF Manager and the general partner of J.P. Morgan Partners Global Investors, L.P. which is the general partner of JPMP Global Investors, L.P. The actual pro rata portion that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within BHCA and within MF Manager.

3. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P., ("Global A") a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Principal of J.P. Morgan Partners, LLC and a limited partner of MF Manager, a limited partner of J.P. Morgan Partners Global Investors, L.P., the general partner of Global A. JPMP Capital Corp. is the general partner of MF Manager and JPMP Global Investors, L.P., which is the general partner of Global A. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within BHCA and within MF Manager. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.

4. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. ("Cayman"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Principal of J.P. Morgan Partners, LLC and a limited Partner of MF Manager, a limited partner of J.P. Morgan Partners Global Investors, L.P., the general partner of J.P. Morgan Partners Global Investors (Cayman), L.P. JPMP Capital Corp. is the general partner of MF Manager and one of the general partners of Cayman. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within BHCA and within MF Manager. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.

5. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman) II, L.P. ("Cayman II"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a Principal of J.P. Morgan Partners, LLC and a limited partner of MF Manager, a limited partner of J.P. Morgan Partners Global Investors, L.P., the general partner of J.P. Morgan Partners Global Investors (Cayman) II, L.P. JPMP Capital Corp. is the general partner MF Manager and one of the general partners of Cayman II. The actual pro rata portion of such beneficial ownership that may be deemed attributable to the Reporting Person is not readily determinable because it is subject to several variables, including the internal rate of return and vesting within BHCA and within MF Manager. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.

6. The conversion price of the Series A Convertible Preferred Stock is equal to the initial purchase price divided by $2.50, as adjusted for stock splits, stock dividends, combinations and other similar capitalizations of the Issuers Common and Preferred Stock. Initially, this results in a 1 for 10 conversion ratio. Each share of Series A Convertible Preferred Stock is entitled to 0.93 votes for each share of common stock into which such share of Convertible Preferred Stock could then be converted.

7. The Series A Convertible Preferred Stock is convertible into Common Stock after the first anniversary. This right to convert does not expire.

	Srinivas Akkaraju	07/15/2003
	** 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 5 (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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