Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101)
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)
SEATTLE
GENETICS, INC.
(Name
of
Issuer)
Common
Stock, par value $0.001 per share
(Title
of
Class of Securities)
812578102
(CUSIP
Number)
Elizabeth
DeGuzman, Esq.
JPMP
Capital Corp.
270
Park
Avenue
New
York,
NY 10017
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
May
16,
2008
(Date
of
Event which Requires Filing of this Amendment)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the
following box ¨.
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See§240.13d-7
for other parties to whom copies are to be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall
be
subject to all other provisions of the Act (however, see the
Notes)
|
CUSIP
No. 812578102
|
SCHEDULE
13D
|
Page
2 of
13 Pages
|
|
1 NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P.
Morgan Partners (BHCA), L.P.
13-3371826
|
|
|
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
ý
|
|
|
3 SEC
USE ONLY
|
|
|
4 SOURCE
OF FUNDS
WC
|
|
|
5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
¨
|
|
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
2,263,980
|
|
8 SHARED
VOTING POWER
-0-
|
|
|
9 SOLE
DISPOSITIVE POWER
2,263,980
|
|
|
10 SHARED
DISPOSITIVE POWER
-0-
|
|
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,263,980
|
|
|
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
|
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
|
|
|
14 TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 812578102
|
SCHEDULE
13D
|
Page 3
of
13 Pages
|
|
1 NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P.
Morgan Partners Global Investors, L.P.
13-4197054
|
|
|
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
ý
|
|
|
3 SEC
USE ONLY
|
|
|
4 SOURCE
OF FUNDS
WC
|
|
|
5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨
|
|
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
518,153
|
|
8 SHARED
VOTING POWER
-0-
|
|
|
9 SOLE
DISPOSITIVE POWER
518,153
|
|
|
10 SHARED
DISPOSITIVE POWER
-0-
|
|
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
518,153
|
|
|
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
|
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6
%
|
|
|
14 TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 812578102
|
SCHEDULE
13D
|
Page 4
of
13 Pages
|
|
1 NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P.
Morgan Partners Global Investors A, L.P.
26-0032493
|
|
|
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
ý
|
|
|
3 SEC
USE ONLY
|
|
|
4 SOURCE
OF FUNDS
WC
|
|
|
5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨
|
|
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
70,636
|
|
8 SHARED
VOTING POWER
-0-
|
|
|
9 SOLE
DISPOSITIVE POWER
70,636
|
|
|
10 SHARED
DISPOSITIVE POWER
-0-
|
|
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,636
|
|
|
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
|
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.08%
|
|
|
14 TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 812578102
|
SCHEDULE
13D
|
Page 5
of
13 Pages
|
|
1 NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P.
Morgan Partners Global Investors (Cayman), L.P.
13-4197057
|
|
|
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
ý
|
|
|
3 SEC
USE ONLY
|
|
|
4 SOURCE
OF FUNDS
WC
|
|
|
5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨
|
|
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
|
NUMBER
OF SHARES BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
262,998
|
|
8 SHARED
VOTING POWER
-0-
|
|
|
9 SOLE
DISPOSITIVE POWER
262,998
|
|
|
10 SHARED
DISPOSITIVE POWER
-0-
|
|
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,998
|
|
|
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
|
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.33%
|
|
|
14 TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 812578102
|
SCHEDULE
13D
|
Page 6
of
13 Pages
|
|
1 NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P.
Morgan Partners Global Investors (Cayman) II, L.P.
26-0005546
|
|
|
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
ý
|
|
|
3 SEC
USE ONLY
|
|
|
4 SOURCE
OF FUNDS
WC
|
|
|
5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨
|
|
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands
|
|
|
NUMBER
OF SHARES BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
29,301
|
|
8 SHARED
VOTING POWER
-0-
|
|
|
9 SOLE
DISPOSITIVE POWER
29,301
|
|
|
10 SHARED
DISPOSITIVE POWER
-0-
|
|
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,301
|
|
|
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
|
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.03%
|
|
|
14 TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 812578102
|
SCHEDULE
13D
|
Page 7
of
13 Pages
|
|
1 NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P.
Morgan Partners Global Investors (Selldown), L.P.
56-2489868
|
|
|
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
ý
|
|
|
3 SEC
USE ONLY
|
|
|
4 SOURCE
OF FUNDS
WC
|
|
|
5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨
|
|
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
194,720
|
|
8 SHARED
VOTING POWER
-0-
|
|
|
9 SOLE
DISPOSITIVE POWER
194,720
|
|
|
10 SHARED
DISPOSITIVE POWER
-0-
|
|
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
194,720
|
|
|
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
|
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.24%
|
|
|
14 TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 812578102
|
SCHEDULE
13D
|
Page 8
of
13 Pages
|
|
1 NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J.P.
Morgan Partners Global Investors (Selldown) II, L.P.
56-2489868
|
|
|
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
ý
|
|
|
3 SEC
USE ONLY
|
|
|
4 SOURCE
OF FUNDS
WC
|
|
|
5 CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ¨
|
|
|
6 CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER
OF SHARES BENEFICIALLY
OWNED
BY EACH REPORTING
PERSON
WITH
|
7 SOLE
VOTING POWER
811,175
|
|
8 SHARED
VOTING POWER
-0-
|
|
|
9 SOLE
DISPOSITIVE POWER
811,175
|
|
|
10 SHARED
DISPOSITIVE POWER
-0-
|
|
|
11 AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
811,175
|
|
|
12 CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
|
|
13 PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.02%
|
|
|
14 TYPE
OF REPORTING PERSON
PN
|
|
|
CUSIP
No. 812578102
|
SCHEDULE
13D
|
Page 9
of
13 Pages
|
Preliminary
Statement: This
Statement on Schedule 13D (the “Statement”) amends and supplements the statement
on Schedule 13D filed on February 9, 2007 (the “Initial
13D”).
The Statement is being filed to reflect the sale on the open market by certain
of the Reporting Persons of shares of the Common Stock of the Company. Defined
terms used in the Statement but not defined herein have the respective meanings
given such terms in the Initial 13D.
Item
5. Interest
in Securities of the Issuer.
Item
5 is
hereby amended by deleting it in its entirety and replacing it with the
following:
(a)
The
percentages of outstanding shares of the Company reported in this Item 5 are
based on 79,275,191 shares of Common Stock outstanding as of May 8, 2008 as
reported by the Company’s Form 10-Q for the quarter ended March 31,
2008.
As
of the
date hereof:
JPMP
(BHCA) beneficially owns 2,263,980 shares of Common Stock of the Company, or
approximately 2.8% of the Company’s Common Stock;
JPMP
Global beneficially owns 518,153 shares of Common Stock of the Company, or
approximately 0.6% of the Company’s Common Stock;
JPMP
Global A beneficially owns 70,636 shares of Common Stock of the Company, or
approximately 0.08% of the Company’s Common Stock;
JPMP
Cayman beneficially owns 262,998 shares of Common Stock of the Company, or
approximately 0.33% of the Company’s Common Stock;
JPMP
Cayman II beneficially owns 29,301 shares of Common Stock of the Company, or
approximately 0.03% of the Company’s Common Stock;
JPMP
Selldown beneficially owns 194,720 shares of Common Stock of the Company, or
approximately 0.24% of the Company’s Common Stock;
JPMP
Selldown II beneficially owns 811,175 shares of Common Stock of the Company,
or
approximately 1.02% of the Company’s Common Stock;
A
portion
of the shares of Common Stock of the Company beneficially owned by the Global
Fund Entities, may be attributable to JPMP Investors because it is the general
partner of the Global Fund Entities. The actual pro rata portion of such
beneficial ownership that may attributable to JPMP Investors is not readily
determinable because it is subject to several variables, including the internal
rate of return and vesting interest within the Global Fund Entities. JPMP
Investors disclaims beneficial ownership except to the extent of its pecuniary
interest.
A
portion
of the shares of Common Stock of the Company beneficially owned by JPMP (BHCA)
may be attributable to JPMP Master Fund because it is the general partner of
JPMP (BHCA). The actual pro rata portion of such beneficial ownership that
may
attributable to JPMP Master Fund is not readily determinable because it is
subject to several variables, including the internal rate of return and vesting
interest within JPMP (BHCA). JPMP Master Fund disclaims beneficial ownership
except to the extent of its pecuniary interest.
|
CUSIP
No. 812578102
|
SCHEDULE
13D
|
Page 10
of
13 Pages
|
A
portion
of the shares of Common Stock of the Company beneficially owned by JPMP (BHCA)
and the Global Fund Entities may be attributable to JPMP Capital Corp. because
it is the sole general partner of JPMP Investors and JPMP Master Fund. The
actual pro rata portion of such beneficial ownership that may attributable
to
JPMP Capital Corp. is not readily determinable because it is subject to several
variables, including the internal rate of return and vesting interest within
the
Global Fund Entities and JPMP (BHCA). JPMP Capital disclaims beneficial
ownership except to the extent of its pecuniary interest.
Collectively,
JPMP (BHCA) and the Global Fund Entities own 4,150,963 shares of Common Stock
of
the Company, or approximately 5.2% of the Company’s Common Stock.
(b)
The
Reporting Persons have sole power to vote or direct the vote and sole power
to
dispose or to direct the disposition of the shares they beneficially own.
(c)
Between
May 13, 2008 and May 16, 2008, the Reporting Persons sold collectively 317,018
shares of Common Stock in open market transactions, at prices ranging from
$10.03 to $10.41 per share of Common Stock.
(d)
Not
applicable.
(e) As
of May
16, 2008 none of the Reporting Persons is the beneficial owner of more than
five
percent of the Common Stock.
|
CUSIP
No. 812578102
|
SCHEDULE
13D
|
Page 11
of
13 Pages
|
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, we certify
that
the information set forth in this Amendment is true, complete and
correct.
Dated:
July , 2008
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:
|
/s/
John C. Wilmot
|
|
Name:
John C. Wilmot
|
|
Title:
Managing Director
|
J.P.
MORGAN PARTNERS GLOBAL INVESTORS, L.P.
|
By:
|
JPMP
Global Investors, L.P.,
|
| its general partner |
|
By:
|
JPMP
Capital Corp.,
|
| its general partner |
|
By:
|
/s/
John C. Wilmot
|
|
Name:
John C.Wilmot
|
|
Title:
Managing Director
|
J.P.
MORGAN PARTNERS GLOBAL INVESTORS A, L.P.
|
By:
|
JPMP Global Investors, L.P., |
| its general partner |
|
By:
|
JPMP Capital Corp., |
| its general partner |
|
By:
|
/s/
John C. Wilmot
|
|
Name:
John C.Wilmot
|
|
Title:
Managing Director
|
|
CUSIP
No. 812578102
|
SCHEDULE
13D
|
Page 12
of
13 Pages
|
J.P.
MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN), L.P.
|
By:
|
JPMP
Global Investors, L.P.,
|
| its general partner |
|
By:
|
JPMP
Capital Corp.,
|
| its general partner |
|
By:
|
/s/
John C. Wilmot
|
|
Name:
John C. Wilmot
|
|
Title:
Managing Director
|
J.P.
MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN) II, L.P.
|
By:
|
JPMP Global Investors, L.P., |
| its general partner |
|
By:
|
JPMP Capital Corp., |
| its general partner |
|
By:
|
/s/
John C. Wilmot
|
|
Name:
John C. Wilmot
|
|
Title:
Managing Director
|
J.P.
MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN), L.P.
|
By:
|
JPMP Global Investors, L.P., |
| its general partner |
|
By:
|
JPMP Capital Corp., |
| its general partner |
|
By:
|
/s/
John C. Wilmot
|
|
Name:
John C.Wilmot
|
|
Title:
Managing Director
|
|
CUSIP
No. 812578102
|
SCHEDULE
13D
|
Page 13
of
13 Pages
|
J.P.
MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN) II, L.P.
|
By:
|
JPMP Global Investors, L.P., |
| its general partner |
|
By:
|
JPMP Capital Corp., |
| its general partner |
|
By:
|
/s/
John C. Wilmot
|
|
Name:
John C.Wilmot
|
|
Title:
Managing Director
|
JPMP
MASTER FUND MANAGER, L.P.
|
By:
|
JPMP
Capital Corp.,
|
| its general partner |
|
By:
|
/s/
John C. Wilmot
|
|
Name:
John C.Wilmot
|
|
Title:
Managing Director
|
JPMP
GLOBAL INVESTORS, L.P.
|
By:
|
JPMP Capital Corp., |
| its general partner |
|
By:
|
/s/
John C. Wilmot
|
|
Name:
John C. Wilmot
|
|
Title:
Managing Director
|
JPMP
CAPITAL CORP.
|
By:
|
/s/
John C. Wilmot
|
|
Name:
John C. Wilmot
|
|
Title:
Managing Director
|