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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response 0.5
	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* AKKARAJU SRINIVAS (Last) (First) (Middle) C/O J.P. MORGAN PARTNERS, LLC 1221 AVE OF THE AMERICAS (Street) NEW YORK NY 10020 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 12/30/2004
	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

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	12/30/2004		S			38,114	07/08/2003	12/31/2011	Common Stock	601,925	$123,003.49	601,925	I	See footnote ( 1 )
Warrants	$6.25							07/08/2003	12/31/2011	Common Stock	101,421		101,421	I	See footnote ( 2 )
Warrants	$6.25							07/08/2003	12/31/2011	Common Stock	13,826		13,826	I	See footnote ( 3 )
Warrants	$6.25							07/08/2003	12/31/2011	Common Stock	51,478		51,478	I	See footnote ( 4 )
Warrants	$6.25							07/08/2003	12/31/2011	Common Stock	5,736		5,736	I	See footnote ( 5 )
Warrants	$6.25	12/30/2004		P		38,114		07/08/2003	12/31/2011	Common Stock	381,140	$123,003.49	381,140	I	See footnote ( 6 )
Series A Convertible Preferred Stock ( 7 )	$2.5	12/30/2004		S			30,491	07/08/2004	( 8 )	Common Stock	4,815,400	$22.8	4,815,400	I	See footnote ( 1 )
Series A Convertible Preferred Stock ( 7 )	$2.5							07/08/2004	( 8 )	Common Stock	811,370		811,370	I	See footnote ( 2 )
Series A Convertible Preferred Stock ( 7 )	$2.5							07/08/2004	( 8 )	Common Stock	110,610		110,610	I	See footnote ( 3 )
Series A Convertible Preferred Stock ( 7 )	$2.5							07/08/2004	( 8 )	Common Stock	411,820		411,820	I	See footnote ( 4 )
Series A Convertible Preferred Stock ( 7 )	$2.5							07/08/2004	( 8 )	Common Stock	45,890		45,890	I	See footnote ( 5 )
Series A Convertible Preferred Stock ( 7 )	$2.5	12/30/2004		P		30,491		07/08/2004	( 8 )	Common Stock	304,910	$22.8	304,910	I	See footnote ( 6 )
Stock Options (Right to Purchase)	$7.26							05/16/2005	05/16/2014	Common Stock	10,000		10,000	I	See footnote ( 9 )

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. ("JPM BHCA"), 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 JPMP Master Fund Manager, L.P. ("MF Manager"), the general partner of JPM BHCA. J.P. Morgan Partners, LLC is the investment advisor to JPM 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 JPM 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, which is a limited partner of JPMP Global Investors, L.P., which is the general partner of J.P. Morgan Partners Global Investors, L.P. J.P. Morgan Partners, LLC is the investment advisor to 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 J.P. Morgan Partners Global Investors, L.P. within JPMP Global Investors, L.P., and within MF Manager. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein.

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 JPMP Global Investors, L.P, the general partner of Global A. J.P. Morgan Partners, LLC is the investment advisor to JPMP Global Investors, L.P. 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 Global A, within JPMP Global Investors, L.P. 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 JPMP Global Investors, L.P., the general partner of J.P. Morgan Partners Global Investors (Cayman), L.P. J.P. Morgan Partners, LLC is the investment advisor to JPMP Global Investors, L.P. 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 Cayman, within JPMP Global Investors, L.P. 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 JPMP Global Investors, L.P., the general partner of J.P. Morgan Partners Global Investors (Cayman) II, L.P. J.P. Morgan Partners, LLC is the investment advisor to JPMP Global Investors, L.P. 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 Cayman II, within JPMP Global Investors, L.P. and within MF Manager. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary intere

6. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Partners Global Investors (Selldown), 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 JPMP Global Investors, L.P., one of the limited partners of Selldown. J.P. Morgan Partners, LLC is the investment advisor to JPMP Global Investors, L.P. 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 of interests within JPMP Global Investors, L.P. and within MF Manager.

7. 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.

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

9. These Stock Options were granted to the Reporting Person as Director's Compensation. The Reporting Person is obligated to transfer any shares issued under the stock option to BHCA.

	/s/ Srinivas Arrakraju	01/04/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.