SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
JP MORGAN PARTNERS BHCA LP

(Last) (First) (Middle)
J.P. MORGAN PARTNERS, LLC
270 PARK AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SEATTLE GENETICS INC /WA [ SGEN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2008
4. 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 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
Class A Common Stock 2,263,980 D
Class A Common Stock 05/15/2008 S 12,328 D $10.14(10) 523,403 I See Footnote(1)
Class A Common Stock 05/15/2008 S 1,681 D $10.14(10) 71,352 I See Footnote(2)
Class A Common Stock 05/15/2008 S 6,257 D $10.14(10) 265,662 I See Footnote(3)
Class A Common Stock 05/15/2008 S 697 D $10.14(10) 29,598 I See Footnote(4)
Class A Common Stock 05/15/2008 S 4,633 D $10.14(10) 196,693 I See Footnote(5)
Class A Common Stock 05/15/2008 S 73,162 D $10.14(10) 842,334 I See Footnote(6)
Class A Common Stock 05/15/2008 S 621 D $10.14(10) 26,383 I See Footnote(7)
Class A Common Stock 05/15/2008 S 621 D $10.14(10) 26,383 I See Footnote(8)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $6.25 07/08/2003 12/31/2011 Common Stock 469,594 469,594 D
Warrants $6.25 07/08/2003 12/31/2011 Common Stock 101,421 101,421 I (FN)(1)
Warrants $6.25 07/08/2003 12/31/2011 Common Stock 13,826 13,826 I (FN)(2)
Warrants $6.25 07/08/2003 12/31/2011 Common Stock 51,478 51,478 I (FN)(3)
Warrants $6.25 07/08/2003 12/31/2011 Common Stock 5,736 5,736 I (FN)(4)
Warrants $6.25 07/08/2003 12/31/2011 Common Stock 38,114 38,114 I (FN)(5)
Warrants $6.25 07/08/2003 12/31/2011 Common Stock 132,331 132,331 I (FN)(6)
Stock Options (Right to Purchase) $7.26 05/16/2005 05/16/2014 Common Stock 10,000 10,000 I (FN)(9)
Stock Options (Right to Purchase) $5.11 05/12/2006 05/12/2015 Common Stock 10,000 10,000 I (FN)(9)
Stock Options (Right to Purchase) $10.2 05/24/2008 05/25/2017 Common Stock 10,000 10,000 I (FN)(9)
Explanation of Responses:
1. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors, L.P. The Reporting Person has no pecuniary interest in such securities.
2. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors A, L.P. The Reporting Person has no pecuniary interest in such securities.
3. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman), L.P. The Reporting Person has no pecuniary interest in such securities.
4. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Cayman) II, L.P. The Reporting Person has no pecuniary interest in such securities.
5. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Selldown), L.P. The Reporting Person has no pecuniary interest in such securities.
6. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Selldown) II, L.P. The Reporting Person has no pecuniary interest in such securities.
7. The amount shown represents the beneficial ownership of the Issuer's equity securities by H&Q Holdings, Inc. The Reporting Person has no pecuniary interest in such securities.
8. The amount shown represents the beneficial ownership of the Issuer's equity securities by H&Q Employee Venture Fund 2000, L.P. The Reporting Person has no pecuniary interest in such securities.
9. These options were granted to Srinivas Akkaraju, a director of the Issuer. Mr. Akkaraju is obligated to transfer any shares issued under the Stock Option to J.P. Morgan Partners (BHCA), L.P. ("JPM BHCA") at the request of JPM BHCA.
10. $10.14 represents an average per share sale price for the shares sold on 5/15/2008. The sale price for shares sold on this day ranged from $10.03 to $10.36.
/s/ John C Wilmot, Manager Director, J.P. Morgan Partners (BHCA), L.P., JPMP Master Fund Manager, L.P., its general partner, JPMP Capital Corp., its general partner 05/19/2008
** 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 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).
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