Edgar Filing: JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN LLP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

JP MORGAN PARTNERS BHCA LP

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)

(Last)

(First)

(Middle)

J.P. MORGAN PARTNERS, 270 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2007

(Street)

NEW YORK, NY 10017

4. If Amendment, Date Original Filed(Month/Day/Year)
07/11/2007

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/09/2007		C		2,263,980	A	⁽⁷⁾	2,263,980	D
Class A Common Stock	07/09/2007		C		559,850	A	⁽⁷⁾	559,850	I	See Footnote ⁽¹⁾
Class A Common Stock	07/09/2007		C		284,160	A	⁽⁷⁾	284,160	I	See Footnote ⁽²⁾
Class A Common Stock	07/09/2007		C		76,320	A	⁽⁷⁾	76,320 ⁽¹¹⁾	I	See Footnote ⁽³⁾
Class A Common Stock	07/09/2007		C		31,660	A	⁽⁷⁾	31,660	I	See Footnote ⁽⁴⁾
Class A Common Stock	07/09/2007		C		210,390	A	⁽⁷⁾	210,390	I	See Footnote ⁽⁵⁾
Class A Common Stock	07/09/2007		C		1,058,640	A	⁽⁷⁾	1,058,640	I	See Footnote ⁽⁶⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(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

Warrants

$ 6.25

07/08/2003

12/31/2011

Common Stock

101,421

See Footnote ⁽¹⁾

Warrants

$ 6.25

07/08/2003

12/31/2011

Common Stock

13,826

See Footnote ⁽²⁾

Warrants

$ 6.25

07/08/2003

12/31/2011

Common Stock

51,478

See Footnote ⁽³⁾

Warrants

$ 6.25

07/08/2003

12/31/2011

Common Stock

5,736

See Footnote ⁽⁴⁾

Warrants

$ 6.25

07/08/2003

12/31/2011

Common Stock

38,114

See Footnote ⁽⁵⁾

Warrants

$ 6.25

07/08/2003

12/31/2011

Common Stock

132,331

See Footnote ⁽⁶⁾

Series A Convertible Preferred Stock ⁽⁷⁾

$ 2.5

07/09/2007⁽¹²⁾

226,398

07/08/2004

⁽⁸⁾

Common Stock

2,263,980

⁽¹⁰⁾

Series A Convertible Preferred Stock ⁽⁷⁾

$ 2.5

07/09/2007⁽¹²⁾

55,985

07/08/2004

⁽⁸⁾

Common Stock

559,850

⁽¹⁰⁾

See Footnote ⁽¹⁾

Series A Convertible Preferred Stock ⁽⁷⁾

$ 2.5

07/09/2007⁽¹²⁾

28,416

07/08/2004

⁽⁸⁾

Common Stock

284,160

⁽¹⁰⁾

See Footnote ⁽²⁾

Series A Convertible Preferred Stock ⁽⁷⁾

$ 2.5

07/09/2007⁽¹²⁾

7,632

07/08/2004

⁽⁸⁾

Common Stock

76,320

⁽¹⁰⁾

See Footnote ⁽³⁾

Series A Convertible Preferred Stock ⁽⁷⁾

$ 2.5

07/09/2007⁽¹²⁾

3,166

07/08/2004

⁽⁸⁾

Common Stock

31,660

⁽¹⁰⁾

See Footnote ⁽⁴⁾

Series A Convertible Preferred Stock ⁽⁷⁾

$ 2.5

07/09/2007⁽¹²⁾

21,039

07/08/2004

⁽⁸⁾

Common Stock

210,390

⁽¹⁰⁾

See Footnote ⁽⁵⁾

Series A Convertible Preferred Stock ⁽⁷⁾

$ 2.5

07/09/2007⁽¹²⁾

105,864

07/08/2004

⁽⁸⁾

Common Stock

1,058,640

⁽¹⁰⁾

See Footnote ⁽⁶⁾

Stock Options (Right to Purchase)

$ 7.26

05/16/2005

05/16/2014

Common Stock

10,000

See Footnote ⁽⁹⁾

Stock Options (Right to Purchase)

$ 5.11

05/12/2006

05/12/2015

Common Stock

10,000

See Footnote ⁽⁹⁾

Stock Options (Right to Purchase)

$ 10.2

05/24/2008

05/25/2017

Common Stock

10,000

See Footnote ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JP MORGAN PARTNERS BHCA LP J.P. MORGAN PARTNERS 270 PARK AVENUE NEW YORK, NY 10017		X
JPMP MASTER FUND MANAGER L P JPMORGAN PARTNERS LLC 270 PARK AVENUE NEW YORK, NY 10017		X
JPMP CAPITAL CORP J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE NEW YORK, NY 10017		X
JP MORGAN PARTNERS GLOBAL INVESTORS LP J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE NEW YORK, NY 10017	X
J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN LP J.P. MORFAN PARTNERS, LLC 270 PARK AVENUE NEW YORK, NY 10017	X
J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN II LP J P MORGAN PARTNERS 270 PARK AVENUE NEW YORK, NY 10017		X
JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN LLP JP MORGAN PARTNERS, LLC 270 PARK AVENUE NEW YORK, NY 10017		X

Signatures

/s/ J.P. Morgan Partners (BHCA), L.P., By: JPMP Master Fund Manager, L.P., its general partner, By: JPMP Capital Corp., its general partner, By: John C. Wilmot		07/12/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 (Cayman), 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 A, 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 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 Issuer's 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)	All outstanding shares of the Issuer's Series A Convertible Preferred Stock are convertible at the holder's option into shares of the Issuer's Common Stock on a 10 to 1 basis any time after July 8, 2004. This right to convert does not expire.
(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)	N/A.
(11)	This filing is being amended to correct the amount of securities beneficially owned in Table I, Row 4, Box 5 which were previously reported as 79,320. The correct amount is 76,320.
(12)	This filing is being amended to correct the dates in Table II, Rows 8-14, Box 3. The dates listed on the filing previously submitted on 7/11/2007 were 2/9/2007. The correct dates are 7/9/2007.
Remarks: This filing is being amended to correct the name of the issuer in Box 2, listed on the issuer's filing on 7/11/2007 as J.P. Morgan Partners Global, L.P. The issuer's correct name is "Seattle Genetics, Inc."

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