SEC Form 4 · accession 0001638599-18-000475
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
May 4, 2018
Accepted (ET)
May 8, 2018 · 5:17 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 StockF8,F4,F5,F6,F7 | May 4, 2018 | P | 204,537 | $52.6828 | A | 45,569,872 | I | See footnotes |
| Common StockF9,F4,F5,F6,F7 | May 7, 2018 | P | 129,715 | $53.7047 | A | 45,699,587 | I | See footnotes |
| Common StockF10,F4,F5,F6,F7 | May 8, 2018 | P | 126,399 | $54.0221 | A | 45,825,986 | I | See footnotes |
| Common StockF1 | holding | — | — | — | 107,511 | D | ||
| Common StockF2 | holding | — | — | — | 107,504 | D | ||
| Common StockF3,F4,F6,F7 | holding | — | — | — | 5,288,174 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects shares of common stock of Seattle Genetics, Inc. (the "Issuer") held directly by Felix J. Baker.
- F10The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $54.00 to $54.04, 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.
- 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 the Issuer's shares of Common Stock reported in column 5 of Table I directly 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.
- F4Includes 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 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.
- F5After 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 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.
- F6Baker Bros. Advisors LP (the "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.
- F7Julian 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.
- F8The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $52.30 to $52.80, 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.
- F9The price reported in Column 4 is a weighted average price. These shares were traded in multiple transactions at prices ranging from $53.48 to $54.10, 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.
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.