Sec Form 4 Filing - H&Q Holdings, Inc. @ SEATTLE GENETICS INC /WA - 2008-07-28

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 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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1. Name and Address of Reporting Person H&Q Holdings, Inc. 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 39TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2008 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 2,263,980 D Class A Common Stock 07/28/2008 S 2,650 D $ 10.36 ( 10 ) 497,012 I See Footnote ( 1 ) Class A Common Stock 07/28/2008 S 361 D $ 10.36 ( 10 ) 67,753 I See Footnote ( 2 ) Class A Common Stock 07/28/2008 S 1,345 D $ 10.36 ( 10 ) 252,267 I See Footnote ( 3 ) Class A Common Stock 07/28/2008 S 150 D $ 10.36 ( 10 ) 28,105 I See Footnote ( 4 ) Class A Common Stock 07/28/2008 S 996 D $ 10.36 ( 10 ) 186,775 I See Footnote ( 5 ) Class A Common Stock 07/28/2008 S 15,730 D $ 10.36 ( 10 ) 685,702 I See Footnote ( 6 ) Class A Common Stock 07/28/2008 S 134 D $ 10.36 ( 10 ) 25,052 I See Footnote ( 7 ) Class A Common Stock 07/28/2008 S 134 D $ 10.36 ( 10 ) 25,052 I See Footnote ( 8 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 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 D Warrants $ 6.25 07/08/2003 12/31/2011 Common Stock 101,421 101,421 I See Footnote ( 1 ) Warrants $ 6.25 07/08/2003 12/31/2011 Common Stock 13,826 13,826 I See Footnote ( 2 ) Warrants $ 6.25 07/08/2003 12/31/2011 Common Stock 51,478 51,478 I See Footnote ( 3 ) Warrants $ 6.25 07/08/2003 12/31/2011 Common Stock 5,736 5,736 I See Footnote ( 4 ) Warrants $ 6.25 07/08/2003 12/31/2011 Common Stock 38,114 38,114 I See Footnote ( 5 ) Warrants $ 6.25 07/08/2003 12/31/2011 Common Stock 132,331 132,331 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 ) Stock Options (Right to Purchase) $ 5.11 05/12/2006 05/15/2015 Common Stock 10,000 10,000 I See Footnote ( 9 ) Stock Options (Right to Purchase) $ 10.2 05/24/2008 05/25/2017 Common Stock 10,000 10,000 I See Footnote ( 9 ) Stock Options (Right to Purchase) $ 10.08 05/16/2009 05/16/2018 Common Stock 10,000 10,000 I See Footnote ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other H&Q Holdings, Inc. C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE 39TH FLOOR NEW YORK, NY10017 X H&Q Employee Venture Fund 2000, L.P. C/O J.P. MORGAN PARTNERS, LLC 270 PARK AVENUE 39TH FLOOR NEW YORK, NY10017 X Signatures 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, Manager Director 07/29/2008 Signature of Reporting Person Date

Explanation of Responses:

( 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 )$10.36 represents an average per share sale price for the shares sold on 7/28/2008. The sale price for shares sold on this day ranged from $10.28 to $10.46.

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).

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