Edgar Filing: J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN LP

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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3235-0287

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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)

C/O J.P. MORGAN PARTNERS LLC, 270 PARK AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2008

(Street)

NEW YORK, NY 10017

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

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								2,263,980	D
Class A Common Stock	05/13/2008		S		6,353	D	$ 10.06 ⁽¹⁰⁾	550,881	I	See Footnote ⁽¹⁾
Class A Common Stock	05/13/2008		S		866	D	$ 10.06 ⁽¹⁰⁾	75,097	I	See Footnote ⁽²⁾
Class A Common Stock	05/13/2008		S		3,224	D	$ 10.06 ⁽¹⁰⁾	279,608	I	See Footnote ⁽³⁾
Class A Common Stock	05/13/2008		S		360	D	$ 10.06 ⁽¹⁰⁾	31,152	I	See Footnote ⁽⁴⁾
Class A Common Stock	05/13/2008		S		2,388	D	$ 10.06 ⁽¹⁰⁾	207,019	I	See Footnote ⁽⁵⁾
Class A Common Stock	05/13/2008		S		37,705	D	$ 10.06 ⁽¹⁰⁾	1,005,407	I	See Footnote ⁽⁶⁾
Class A Common Stock	05/13/2008		S		320	D	$ 10.06 ⁽¹⁰⁾	27,768	I	See Footnote ⁽⁷⁾
Class A Common Stock	05/13/2008		S		320	D	$ 10.06 ⁽¹⁰⁾	27,768	I	See Footnote ⁽⁸⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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⁾

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 C/O J.P. MORGAN PARTNERS LLC 270 PARK AVENUE NEW YORK, NY 10017		X
JPMP MASTER FUND MANAGER L P C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE NEW YORK, NY 10017		X
JPMP CAPITAL CORP C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE NEW YORK, NY 10017		X
JP MORGAN PARTNERS GLOBAL INVESTORS LP C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE NEW YORK, NY 10017		X
J P MORGAN PARTNERS GLOBAL INVESTORS A LP C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE NEW YORK, NY 10017		X
J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN LP C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE NEW YORK, NY 10017		X
J P MORGAN PARTNERS GLOBAL INVESTORS CAYMAN II LP C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE NEW YORK, NY 10017		X
JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN LLP C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE NEW YORK, NY 10017		X
JP MORGAN PARTNERS GLOBAL INVESTORS SELLDOWN II L P C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE NEW YORK, NY 10017		X
JPMP GLOBAL INVESTORS L P C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE NEW YORK, NY 10017		X

Signatures

J.P. Morgan Partners (BBHCA), L.P., By: JPMP Master Fund Manager, L.P., its general partner, By: JPMP Capital Corp., its general partner, By: /s/ John C Wilmot, Manager Director		05/15/2008
^**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 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)	$10.06 represents an average per share sale price for the shares sold on 5/13/2008. The sale price for shares sold on this day ranged from $10.03 to $10.23.

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