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Filing Details

Accession Number:: 0001144204-14-031821
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-05-16 19:00:25
Reporting Period:: 2014-05-14

Filing Date:: 2014-05-16
Accepted Time:: 2014-05-16 19:00:25
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1060736	Seattle Genetics Inc	SGEN	Biological Products, (No Disgnostic Substances) (2836)	911874389

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	667 Madison Avenue, 21St Floor New York NY US 10065	Yes	No	Yes	No
1087940	Felix Baker	667 Madison Avenue, 21St Floor New York NY US 10065	Yes	No	Yes	No
1263508	Baker Bros. Advisors Lp	667 Madison Avenue, 21St Floor New York NY US 10065	Yes	No	Yes	No
1363364	Baker Brothers Life Sciences Lp	667 Madison Avenue, 21St Floor New York NY US 10065	Yes	No	Yes	No
1551138	14159, L.p.	667 Madision Avenue, 21St Floor New York NY US 10065	Yes	No	Yes	No
1551139	667, L.p.	667 Madison Avenue 21St Floor New York NY US 10065	Yes	No	Yes	No
1580575	Baker Bros. Advisors (Gp) Llc	667 Madision Avenue 21St Floor New York NY US 10065	Yes	No	Yes	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	2014-05-14	10,000	$7.26	3,882,076	No	4	M	Indirect	See footnote
Common Stock	Acquisiton	2014-05-14	10,000	$7.26	16,999,872	No	4	M	Indirect	See footnote
Common Stock	Acquisiton	2014-05-14	10,000	$7.26	382,860	No	4	M	Indirect	See footnote
Common Stock	Acquisiton	2014-05-15	293	$34.10	17,000,165	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2014-05-15	7	$34.10	382,867	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2014-05-15	20,395	$34.26	17,020,560	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2014-05-15	505	$34.26	383,372	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2014-05-16	3,500	$0.00	3,885,576	No	4	A	Indirect	See footnote
Common Stock	Acquisiton	2014-05-16	3,500	$0.00	17,024,060	No	4	A	Indirect	See footnote
Common Stock	Acquisiton	2014-05-16	3,500	$0.00	386,872	No	4	A	Indirect	See footnote
Common Stock	Acquisiton	2014-05-16	117,879	$34.03	17,141,939	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2014-05-16	2,921	$34.03	389,793	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2014-05-16	46,460	$34.08	17,188,399	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2014-05-16	1,151	$34.08	390,944	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	See footnote
No	4	M	Indirect	See footnote
No	4	M	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	A	Indirect	See footnote
No	4	A	Indirect	See footnote
No	4	A	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2014-05-14	10,000	$0.00	10,000	$7.26
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2014-05-14	10,000	$0.00	10,000	$7.26
Common Stock	Non-Qualified Stock Options (right to buy)	Disposition	2014-05-14	10,000	$0.00	10,000	$7.26
Common Stock	Non-Qualified Stock Options (right to buy)	Acquisiton	2014-05-16	8,750	$0.00	8,750	$34.25
Common Stock	Non-Qualified Stock Options (right to buy)	Acquisiton	2014-05-16	8,750	$0.00	8,750	$34.25
Common Stock	Non-Qualified Stock Options (right to buy)	Acquisiton	2014-05-16	8,750	$0.00	8,750	$34.25

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2005-05-16	2014-05-17	No	4	M	Indirect
0	2005-05-16	2014-05-17	No	4	M	Indirect
0	2005-05-16	2014-05-17	No	4	M	Indirect
8,750	2015-05-15	2024-05-14	No	4	A	Indirect
8,750	2015-05-15	2024-05-14	No	4	A	Indirect
8,750	2015-05-15	2024-05-14	No	4	A	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	77,004	Direct
Common Stock	76,997	Direct

Footnotes

Reflects shares of common stock of the Issuer held directly by Felix J. Baker.
Reflects shares of common stock of the Issuer held directly by Julian C. Baker.
As a result of their ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 10,000 shares of Common Stock of the Issuer received upon the exercise of stock options of the Issuer held by 667, L.P. ("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 to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. The policy of the Funds (defined below) and the Adviser (defined below), does not permit employees or principals of the Adviser to receive compensation for serving as Directors of the Issuer. The shares of common stock were received upon exercise of 10,000 stock options that were issued to Felix J. Baker in his capacity as a director of the Issuer. Felix J. Baker, pursuant to the policies of the Adviser, does not have any right to the pecuniary interest in the stock options issued for his service on the Board or the shares of common stock received upon exercise of such stock options. Each of the Funds owns an indirect proportionate pecuniary interest in the shares of common stock received uponexercise of the stock options issued in connection with Felix J. Baker's service on the Board less the exercise cost of those options. Solely as a result of their ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares issued upon exercise of the stock options (i.e. no direct pecuniary interest).
As a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 10,000 shares of Common Stock of the Issuer received upon the exercise of stock options of the Issuer held by Baker Brothers Life Sciences, L.P. ("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 Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. The policy of the Funds (defined below) and the Adviser (defined below), does not permit employees or principals of the Adviser to receive compensation for serving as Directors of the Issuer. The shares of common stock were received upon exercise of 10,000 stock options that were issued to Felix J. Baker in his capacity as a director of the Issuer. Felix J. Baker, pursuant to the policies of the Adviser, does not have any right to the pecuniary interest in the stock options issued for his service on the Board or the shares of common stock received upon exercise of such stock options. Each of the Funds owns an indirect proportionate pecuniary interest in the shares of common stock received upon exercise of the stock options issued in connection with Felix J. Baker's service on the Board less the exercise cost of those options. Solely as a result of their ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares issued upon exercise of the stock options (i.e. no direct pecuniary interest).
As a result of their ownership interest in 14159 Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 10,000 shares of Common Stock of the Issuer received upon the exercise of stock options of the Issuer held by 14159, L.P. ("14159"), a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159. The policy of the Funds (defined below) and the Adviser (defined below), does not permit employees or principals of the Adviser to receive compensation for serving as Directors of the Issuer. The shares of common stock were received upon exercise of 10,000 stock options that were issued to Felix J. Baker in his capacity as a director of the Issuer. Felix J. Baker, pursuant to the policies of the Adviser, does not have any right to the pecuniary interest in the stock options issued for his service on the Board or the shares of common stock received upon exercise of such stock options. Each of the Funds owns an indirect proportionate pecuniary interest in the shares of common stock received upon exercise of the stock options issued in connection with Felix J. Baker's service on the Board less the exercise cost of those options. Solely as a result of their ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares issued upon exercise of the stock options (i.e. no direct pecuniary interest).
Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to the Funds (defined below). 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 principals 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. Pursuant to agreements between Felix J. Baker and the Adviser, the Adviser has investment and dispositive power over the stock options and any shares received as a result of the exercise of options. 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 purchased by Life Sciences and 14159 in multiple transactions all at a price of $34.10. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, 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 Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Issuer's shares of 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 Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
After giving effect to the transactions reported herein and as a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in Column 5 of Table I directly held by 14159, and together with 667 and Life Sciences, the "Funds"), a limited partnership of which the sole general partner is 14159 Capital L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital L.P.'s right to receive an allocation of a portion of the profits from 14159.
The price reported in Column 4 is a weighted average price. These shares were purchased by Life Sciences and 14159 in multiple transactions at prices ranging from $34.11 to $34.49, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
Restricted Stock Units (the "Restricted Stock Units") payable solely in Common Shares granted to Felix J. Baker on May 16, 2014, pursuant to the Amended and Restated 2007 Equity Incentive Plan. The Restricted Stock Units fully vest on May 15, 2015. Felix J. Baker serves on the Issuer's Board of Directors (the "Board") as a representative of the Funds (as defined below). Pursuant to the policies of Baker Bros. Advisors LP (the "Adviser"), Felix J. Baker did not have a right to any of the Issuer's securities issued as part of his service on the Board and the Funds (as defined below), were entitled to receive all the pecuniary interest in the securities issued. 667, Life Sciences and 14159(collectively the "Funds") each owns an indirect proportionate pecuniary interest in the Restricted Stock Units. Solely as a result of Julian C. Baker's and Felix J. Baker's ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Restricted Stock Units (i.e., no direct pecuniary interest).
After giving effect to the transactions reported herein and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Issuer's shares of 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 to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
Non-qualified stock options ("Stock Options") convertible solely into Common Shares granted to Felix J. Baker on May 16, 2014, pursuant to the Issuer's Amended and Restated 2007 Equity Incentive Plan. The Stock Options with a strike price of $34.25 vest on May 15, 2015. Felix J. Baker serves on the Board as a representative of the Funds. Pursuant to the policies of the Adviser, Felix J. Baker did not have a right to any of the Issuer's securities issued as part of his service on the Board and the Funds, were entitled to receive all the pecuniary interest in the securities issued. The Funds each own an indirect proportionate pecuniary interest in the Stock Options. Solely as a result of Felix J. Baker's and Julian C. Baker's ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options (i.e. no direct pecuniary interest).
As a result of their ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 8,750 options to purchase the Common Stock of the Issuer beneficially owned 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 to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
As a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest 8,750 options to purchase Common Stock of the Issuer beneficially owned 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 Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
As a result of their ownership interest in 14159 Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 8,750 options to purchase Common Stock of the Issuer beneficially owned by 14159, a limited partnership of which the sole general partner is 14159 Capital L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital L.P.'s right to receive an allocation of a portion of the profits from 14159.
The aggregate indirect beneficial ownership reported on this form is 21,464,919 shares (not including any shares underlying options included in Table II).
The price reported in Column 4 is a weighted average price. These shares were purchased by Life Sciences and 14159 in multiple transactions at prices ranging from $33.60 to $34.42, 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, 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 purchased by Life Sciences and 14159 in multiple transactions at prices ranging from $34.00 to $34.20, 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, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.