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
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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 PANORAMA MANAGEMENT, LLC
2440 SAND HILL ROAD, SUITE 302
(Street)
MENLO PARK CA 94025
(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)
02/09/2007
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 02/09/2007 C 1,492,780 A ( 8 ) 1,492,780 I See Footnote ( 1 )
Class A Common Stock 02/09/2007 C 251,520 A ( 8 ) 251,520 I See Footnote ( 2 )
Class A Common Stock 02/09/2007 C 34,429 A ( 8 ) 34,429 I See Footnote ( 3 )
Class A Common Stock 02/09/2007 C 127,660 A ( 8 ) 127,660 I See Footnote ( 4 )
Class A Common Stock 02/09/2007 C 14,230 A ( 8 ) 14,230 I See Footnote ( 5 )
Class A Common Stock 02/09/2007 C 94,520 A ( 8 ) 94,520 I See Footnote ( 6 )
Class A Common Stock 02/09/2007 S 1,492,780 D $8.57 0 I See Footnote ( 1 )
Class A Common Stock 02/09/2007 S 251,520 D $8.57 0 I See Footnote ( 2 )
Class A Common Stock 02/09/2007 S 34,290 D $8.57 0 I See Footnote ( 3 )
Class A Common Stock 02/09/2007 S 127,660 D $8.57 0 I See Footnote ( 4 )
Class A Common Stock 02/09/2007 S 14,230 D $8.57 0 I See Footnote ( 5 )
Class A Common Stock 02/09/2007 S 94,520 D $8.57 0 I See Footnote ( 6 )
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 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 07/08/2003 12/31/2011 Common Stock 38,114 38,114 I See Footnote ( 6 )
Warrants $6.25 07/08/2003 12/31/2011 Common Stock 132,331 132,331 I See Footnote ( 7 )
Series A Convertible Preferred Stock ( 8 ) $2.5 02/09/2007 C 149,278 07/03/2004 ( 9 ) Common Stock 1,492,780 $8.57 226,398 I See Footnote ( 1 )
Series A Convertible Preferred Stock ( 8 ) $2.5 02/09/2007 C 25,152 07/03/2004 ( 9 ) Common Stock 251,520 $8.57 55,985 I See Footnote ( 2 )
Series A Convertible Preferred Stock ( 8 ) $2.5 02/09/2007 C 3,429 07/03/2004 ( 9 ) Common Stock 34,290 $8.57 7,632 I See Footnote ( 3 )
Series A Convertible Preferred Stock ( 8 ) $2.5 02/09/2007 C 12,766 07/03/2004 ( 9 ) Common Stock 127,660 $8.57 28,416 I See Footnote ( 4 )
Series A Convertible Preferred Stock ( 8 ) $2.5 02/09/2007 C 1,423 07/03/2004 ( 9 ) Common Stock 14,230 $8.57 3,166 I See Footnote ( 5 )
Series A Convertible Preferred Stock ( 8 ) $2.5 02/09/2007 C 9,452 07/03/2004 ( 9 ) Common Stock 94,520 $8.57 21,039 I See Footnote ( 6 )
Stock Options (Right to Purchase) $7.26 05/16/2005 05/16/2014 ( 9 ) Common Stock 10,000 10,000 I See Footnote ( 10 )
Stock Options (Right to Purchase) $5.11 05/12/2006 05/12/2015 ( 9 ) Common Stock 10,000 10,000 I See Footnote ( 10 )
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 limited partner of JPMP Master Fund Manager ("MF Manager"), the general partner of 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 MF Manager. The Reporting Person disclaims ownership of the securities except to the extent of his pecuniary interest therein, if any.
2. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Global Investors, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a limited partner of MF Manager, limited partner of 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 JPMP Global Investors, L.P. and J.P. Morgan Partners Global Investors, L.P. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein, if any.
3. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Global Investors A, L.P., a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a limited partner of MF Manager, limited partner of 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 JPMP Global Investors, L.P. and J.P. Morgan Partners Global Investors A, L.P. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein, if any.
4. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Global Investors (Cayman), L.P. ("Cayman"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a limited partner of MF Manager, limited partner of 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 JPMP Global Investors, L.P. and Cayman. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein, if any.
5. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Global Investors (Cayman) II, L.P. ("Cayman II"), a portion of which may be deemed attributable to the Reporting Person because the limited partner of MF Manager, limited partner of 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 JPMP Global Investors, L.P. and Cayman II. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein, if any.
6. The amount shown represents the beneficial ownership of the Issuer's equity securities by J.P. Morgan Global Investors (Selldown), L.P. ("Selldown"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a limited partner of MF Manager, limited partner 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 Selldown, and JPMP Global Investors, L.P. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein, if any.
7. The amount shown represents the beneficial ownership of the Issuer's equity securities byJ.P. Morgan Global Investors (Selldown II), L.P. ("Selldown II"), a portion of which may be deemed attributable to the Reporting Person because the Reporting Person is a limited partner of MF Manager, limited partner of 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 Selldown II, and JPMP Global Investors, L.P. The Reporting Person disclaims beneficial ownership in the securities to the extent it exceeds his pecuniary interest therein, if any.
8. 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.
9. The Series A Convertible Preferred Stock is convertible into Common Stock after the first anniversary. This right to convert does not expire.
10. 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 JPM BHCA.
/s/ Srinivas Akkaraju 02/13/2007
** 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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