SEC Form 4 · accession 0001638599-18-000455
SEATTLE GENETICS INC /WA · SGEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Julian Baker
Director · 10% Owner
Felix Baker
Director · 10% Owner
BAKER BROS. ADVISORS LP
Director · 10% Owner
Baker Brothers Life Sciences LP
Director · 10% Owner
667, L.P.
Director · 10% Owner
Baker Bros. Advisors (GP) LLC
Director · 10% Owner
Period of report
Apr 30, 2018
Accepted (ET)
May 2, 2018 · 6:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001060736
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF11,F6,F7,F12 | Apr 30, 2018 | P | 154,218 | $50.9013 | A | 44,509,553 | I | See footnotes |
| Common StockF13,F6,F7,F12 | Apr 30, 2018 | P | 248,121 | $51.0278 | A | 44,757,674 | I | See footnotes |
| Common StockF14,F6,F7,F12 | Apr 30, 2018 | P | 52,700 | $51.0659 | A | 44,810,374 | I | See footnotes |
| Common StockF15,F6,F7,F12 | Apr 30, 2018 | P | 168,097 | $51.2489 | A | 44,978,471 | I | See footnotes |
| Common StockF3,F4,F6,F7,F8,F10 | May 1, 2018 | M | 10,000 | $10.08 | A | 5,288,174 | I | See footnotes |
| Common StockF4,F5,F6,F7,F8,F10 | May 1, 2018 | M | 10,000 | $10.08 | A | 44,988,471 | I | See footnotes |
| Common StockF6,F7,F12 | May 1, 2018 | P | 100,000 | $51.14 | A | 45,088,471 | I | See footnotes |
| Common StockF16,F6,F7,F12 | May 1, 2018 | P | 72,533 | $51.2552 | A | 45,161,004 | I | See footnotes |
| Common StockF17,F6,F7,F12 | May 1, 2018 | P | 22,700 | $51.2962 | A | 45,183,704 | I | See footnotes |
| Common StockF6,F7,F12 | May 1, 2018 | P | 10,500 | $51.36 | A | 45,194,204 | I | See footnotes |
| Common StockF18,F6,F7,F12 | May 1, 2018 | P | 57,270 | $51.3656 | A | 45,251,474 | I | See footnotes |
| Common StockF19,F6,F7,F12 | May 1, 2018 | P | 37,963 | $52.0563 | A | 45,289,437 | I | See footnotes |
| Common StockF20,F6,F7,F12 | May 1, 2018 | P | 5,951 | $52.3303 | A | 45,295,388 | I | See footnotes |
| Common StockF6,F7,F12 | May 2, 2018 | P | 2,000 | $51.875 | A | 45,297,388 | I | See footnotes |
| Common StockF21,F6,F7,F12 | May 2, 2018 | P | 37,400 | $52.3268 | A | 45,334,788 | I | See footnotes |
| Common StockF22,F6,F7,F12 | May 2, 2018 | P | 21,442 | $52.2608 | A | 45,356,230 | I | See footnotes |
| Common StockF23,F6,F7,F12 | May 2, 2018 | P | 9,105 | $54.4193 | A | 45,365,335 | I | See footnotes |
| Common StockF1 | holding | — | — | — | 107,511 | D | ||
| Common StockF2 | holding | — | — | — | 107,504 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Options (right to buy)F9,F3,F10 | $10.08 | Apr 30, 2018 | M | 10,000 | D | May 15, 2009 | May 16, 2018 | Common Stock | 10,000 | 0 | I |
| Non-Qualified Stock Options (right to buy)F9,F5,F10 | $10.08 | Apr 30, 2018 | M | 10,000 | D | May 15, 2009 | May 16, 2018 | Common Stock | 10,000 | 0 | I |
Explanation of responses
- F1Reflects shares of common stock of Seattle Genetics, Inc. (the "Issuer") held directly by Felix J. Baker.
- F10The disclosure of the exercise of directors options for shares of common stock reported on this form is a single exercise of 10,000 shares. The 10,000 shares are reported for each of the Funds as each has an indirect pecuniary interest.
- F11The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.71 to $51.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F12After giving effect to the transactions reported herein and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in the Issuer's shares of Common Stock reported in column 5 of Table I directly held by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
- F13The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.91 to $51.40, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F14The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.67 to $51.47, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F15The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $51.01 to $52.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F16The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $51.07 to $51.46, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F17The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $51.10 to $51.72, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F18The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $51.27 to $51.46, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F19The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $51.54 to $52.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F2Reflects shares of common stock of the Issuer held directly by Julian C. Baker.
- F20The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $52.00 to $52.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F21The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $51.91 to $52.88, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F22The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $51.88 to $52.76, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F23The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $54.40 to $54.42, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
- F3As a result of their ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 10,000 shares of Common Stock of the Issuer received upon the exercise of stock options of the Issuer held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. The policy of the Funds (defined below) and Baker Bros. Advisors LP (the "Adviser"), does not permit full-time employees or principals of the Adviser to receive compensation for serving as a Director of the Issuer.
- F4The shares of common stock were received upon exercise of 10,000 stock options that were issued to Felix J. Baker in his capacity as a director of the Issuer. Felix J. Baker, pursuant to the policies of the Adviser, does not have any right to the pecuniary interest in the stock options issued for his service on the Board of Directors of the Issuer (the "Board") or the shares of common stock received upon exercise of such stock options. Each of the Funds owns an indirect proportionate pecuniary interest in the shares of common stock received upon exercise of the stock options issued in connection with Felix J. Baker's service on the Board less the exercise cost of those options. Solely as a result of their ownership interest in the general partners of the general partners of the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the shares issued upon exercise of the stock options (i.e. no direct pecuniary interest).
- F5As a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 10,000 shares of Common Stock of the Issuer received upon the exercise of stock options of the Issuer held by Baker Brothers Life Sciences, L.P. ("Life Sciences"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. The policy of the Funds (defined below) and the Adviser, does not permit full-time employees or principals of the Adviser to receive compensation for serving as a Director of the Issuer.
- F6Includes beneficial ownership of 18,100 previously issued restricted stock units payable solely in common shares issued to Felix Baker in his capacity as a director of the Issuer pursuant to the Amended and Restated 2007 Equity Incentive Plan of which the fund may be deemed to own a portion and 50,000 shares, 40,000 of which were received previously, from exercise of 50,000 stock options of the Issuer that were issued to Felix J. Baker in his capacity as a director of the Issuer, of which the fund may be deemed to own a portion.
- F7The Adviser serves as the Investment Adviser to Life Sciences and 667 (collectively the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
- F8Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
- F9These non-qualified stock options are not priced.
Remarks
Felix J. Baker is a director of Seattle Genetics, Inc. (the "Issuer"). By virtue of his representation on the Board of Directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons are deemed directors by deputization of the Issuer.