SC 13D/A 1 tm2019130-1_sc13da.htm SC 13D/A

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 29)

 

Seattle Genetics, Inc.
(Name of Issuer)
 
Common Stock, par value $0.001 per share
(Title of Class of Securities)

 

812578102
(CUSIP Number)

 

Alexandra A. Toohey

Chief Financial Officer

Baker Bros. Advisors LP
860 Washington Street, 3rd Floor
New York, NY 10014
(212) 339-5690

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

N/A
(Date of Event which Requires Filing of this Statement)

 

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 Rule 13d-1(e), 13d-1(f) or 13d-1(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 Rule 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 the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “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).

 

 

 Page 1 of 12 Pages 

 

CUSIP No.    812578102     Page   2   of   12   Pages

 

1

NAMES OF REPORTING PERSONS

 

Baker Bros. Advisors LP

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b)¨ 

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

 

OO

 

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

 

49,116,002 (1)

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

49,116,002 (1)

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

49,116,002 (1)

 

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

28.4% (1)(2)

 

14

TYPE OF REPORTING PERSON (See Instructions)

 

IA, PN

 

           

(1) Includes 96,578 shares of the common stock (“Common Stock”) of Seattle Genetics, Inc. (the “Issuer”) underlying 96,578 options exercisable for Common Stock (“Stock Options”).

(2) Based on 173,101,783 shares of Common Stock as of April 27, 2020 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2020.

 

 Page 2 of 12 Pages 

 

CUSIP No.    812578102     Page   3   of   12   Pages

 

1

NAMES OF REPORTING PERSONS

 

Baker Bros. Advisors (GP) LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b)¨

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

 

OO

 

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

 

49,116,002 (1)

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

49,116,002 (1)

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

49,116,002 (1)

 

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

28.4% (1)(2)

 

14

TYPE OF REPORTING PERSON (See Instructions)

 

HC, OO

 

           

(1) Includes 96,578 shares of Common Stock underlying 96,578 Stock Options.

(2) Based on 173,101,783 shares of Common Stock as of April 27, 2020 as reported in the Issuer’s Form 10-Q filed with the SEC on April 30, 2020.

 Page 3 of 12 Pages 

 

CUSIP No.    812578102     Page   4   of   12   Pages

 

1

NAMES OF REPORTING PERSONS

 

Julian C. Baker

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

 

OO

 

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7

SOLE VOTING POWER

 

49,365,270 (1)

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

49,365,270 (1)

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

49,365,270 (1)

 

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

28.5% (1)(2)

 

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN, HC

 

               

(1) Includes 96,578 shares of Common Stock underlying 96,578 Stock Options.

(2) Based on 173,101,783 shares of Common Stock as of April 27, 2020 as reported in the Issuer’s Form 10-Q filed with the SEC on April 30, 2020.

 Page 4 of 12 Pages 

 

CUSIP No.  812578102    Page   5   of   12    Pages

 

1

NAMES OF REPORTING PERSONS

 

Felix J. Baker

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

 

OO

 

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH		 7

SOLE VOTING POWER

 

49,365,277 (1)

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

49,365,277 (1)

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

49,365,277 (1)

 

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

28.5% (1)(2)

 

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN, HC

 

           

(1) Includes 96,578 shares of Common Stock underlying 96,578 Stock Options.

(2) Based on 173,101,783 shares of Common Stock as of April 27, 2020 as reported in the Issuer’s Form 10-Q filed with the SEC on April 30, 2020.

 

 Page 5 of 12 Pages 

 

CUSIP No.  812578102    Page   6   of   12    Pages

 

1

NAMES OF REPORTING PERSONS

 

FBB2, LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

 

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

 

OO

 

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

 

18,243

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

18,243

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

18,243

 

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

(1)

 

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

           

(1) The percentage of ownership is less than 0.1%, based on 173,101,783 shares of Common Stock as of April 27, 2020 as reported in the Issuer’s Form 10-Q filed with the SEC on April 30, 2020.

 

 Page 6 of 12 Pages 

 

CUSIP No.  812578102     Page   7   of   12    Pages

 

1

NAMES OF REPORTING PERSONS

 

FBB3 LLC

 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS (See Instructions)

 

OO

 

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

 

49,292

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

49,292

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

49,292

 

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ 
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

(1)

 

14

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

           

(1) The percentage of ownership is less than 0.1%, based on 173,101,783 shares of Common Stock as of April 27, 2020 as reported in the Issuer’s Form 10-Q filed with the SEC on April 30, 2020.

 Page 7 of 12 Pages 

 

 

Amendment No. 29 to Schedule 13D

 

This Amendment No. 29 to Schedule 13D amends and supplements the statements on the previously filed Schedule 13D, as amended, filed by Baker Bros. Advisors LP (the “Adviser”), Baker Bros. Advisors (GP) LLC (the “Adviser GP”), Julian C. Baker, Felix J. Baker, FBB2, LLC (“FBB2”) and FBB3 LLC (“FBB3”) (collectively the “Reporting Persons”). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D, as amended.

 

The Adviser GP is the sole general partner of the Adviser. Pursuant to management agreements, as amended, among the Adviser, Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667”, and together with Life Sciences, the “Funds”), and their respective general partners, the Funds’ respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds’ investments and voting power over investments.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

Item 3 of Amendment No. 29 is supplemented and superseded, as the case may be, as follows:

 

The disclosure in Item 5(c) below is incorporated herein by reference.

 

Item 4.Purpose of the Transaction.

 

Item 4 of Amendment No. 29 is supplemented and superseded, as the case may be, as follows:

 

The disclosure regarding the sales in Item 5(c) below are incorporated reference into this Item 4.

 

The Funds hold securities of Seattle Genetics, Inc. (the “Issuer”) for investment purposes. The Reporting Persons or their affiliates may purchase additional securities or dispose of securities in varying amounts and at varying times depending upon the Reporting Persons’ continuing assessments of pertinent factors, including the availability of shares of Common Stock or other securities for purchase at particular price levels, the business prospects of the Issuer, other business investment opportunities, economic conditions, stock market conditions, money market conditions, the attitudes and actions of the board of directors (the “Board”) and management of the Issuer, the availability and nature of opportunities to dispose of shares in the Issuer and other plans and requirements of the particular entities. The Reporting Persons may discuss items of mutual interest with the Issuer, which could include items in subparagraphs (a) through (j) of Schedule 13D.

 

Depending upon their assessments of the above factors, the Reporting Persons or their affiliates may change their present intentions as stated above and they may assess whether to make suggestions to the management of the Issuer regarding financing, and whether to acquire additional securities of the Issuer, including shares of Common Stock (by means of open market purchases, privately negotiated purchases, exercise of some or all of the options to purchase Common Stock of the Issuer (“Stock Options”), or otherwise) or to dispose of some or all of the securities of the Issuer, including shares of Common Stock, under their control.

 

 Page 8 of 12 Pages 

 

 

Except as otherwise disclosed herein, at the present time, the Reporting Persons do not have any plans or proposals with respect to any extraordinary corporate transaction involving the Issuer including, without limitation, those matters described in subparagraphs (a) through (j) of Schedule 13D.

 

Item 5.Interest in Securities of the Issuer.

 

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 29 are incorporated herein by reference. Set forth below is the aggregate number and percentage of shares of Common Stock directly held, as of the date hereof, by each of the following based upon 173,101,783 shares of Common Stock as of April 27, 2020 as reported in the Issuer’s Form 10-Q filed with the SEC on April 30, 2020. Such percentage figures were calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

 

Holder  Number of Shares   Percentage of Class Outstanding 
667, L.P.   4,128,276    2.4%
Baker Brothers Life Sciences, L.P.   44,788,885    25.9%

 

The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.

 

Julian C. Baker and Felix J. Baker are also the sole managers of FBB2 and FBB3 and by policy they do not transact in or vote the securities of the Issuer held by FBB2 and FBB3.

 

Felix J. Baker is a Director of the Issuer. In connection with his service on the Board, Felix J. Baker holds Stock Options, Common Stock and restricted stock units payable solely in Common Stock of the Issuer (“Restricted Stock”) as disclosed in previous amendments to this Schedule 13D.

 

Felix J. Baker serves on the Board as a representative of the Funds. The policy of the Funds and the Adviser does not permit managing members of the Adviser GP or full-time employees of the Adviser to receive compensation for serving as a Director of the Issuer. Therefore, Felix J. Baker has no pecuniary interest in the Stock Options, Common Stock or Restricted Stock. The Funds are instead entitled to the pecuniary interest in the Stock Options, Common Stock and Restricted Stock.

 

The Adviser has voting and investment power over the Common Stock underlying such Stock Options, Common Stock underlying Restricted Stock and Common Stock held by Felix Baker received as director’s compensation. The Adviser GP, and Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of the Stock Options, Common Stock underlying such Stock Options, Restricted Stock and Common Stock of the Issuer held by Felix J. Baker received as directors compensation.

 

 Page 9 of 12 Pages 

 

 

(c) The following transactions in the common stock of the Issuer were effected by the Funds noted below during the fourteen days preceding the filing of this statement. The transactions in common stock effected the fifteenth to sixtieth days are disclosed on the previous Schedule 13D filed on April 24, 2020. All transactions were effected in the over-the-counter market directly with a broker-dealer. Except as disclosed herein or in any previous amendments to this Schedule 13D, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the Issuer during the past 60 days.

 

Name Date   Number of Shares   Transaction   Price/Share   Footnote
667, L.P. 5/6/2020   4,204   Sale         164.0597                   1
Baker Brothers Life Sciences, L.P. 5/6/2020   45,606   Sale         164.0597                   1
667, L.P. 5/6/2020   16,485   Sale         164.5964                   2
Baker Brothers Life Sciences, L.P. 5/6/2020   178,862   Sale         164.5964                   2
667, L.P. 5/6/2020   8,444   Sale         165.7040                   3
Baker Brothers Life Sciences, L.P. 5/6/2020   91,613   Sale         165.7040                   3
667, L.P. 5/6/2020   3,786   Sale         166.6236                   4
Baker Brothers Life Sciences, L.P. 5/6/2020   41,072   Sale         166.6236                   4
667, L.P. 5/7/2020   1,489   Sale         163.4142                   5
Baker Brothers Life Sciences, L.P. 5/7/2020   16,159   Sale         163.4142                   5
667, L.P. 5/7/2020   7,805   Sale         164.1940                   6
Baker Brothers Life Sciences, L.P. 5/7/2020   84,663   Sale         164.1940                   6
667, L.P. 5/7/2020   4,505   Sale         164.9574                   7
Baker Brothers Life Sciences, L.P. 5/7/2020   48,880   Sale         164.9574                   7
667, L.P. 5/7/2020   400   Sale         166.1547                   8
Baker Brothers Life Sciences, L.P. 5/7/2020   4,343   Sale         166.1547                   8
667, L.P. 5/8/2020   42,197   Sale         158.5000    
Baker Brothers Life Sciences, L.P. 5/8/2020   457,803   Sale         158.5000    

 

(1)The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $163.74 to $164.17. The Reporting Persons undertake to provide the staff of the Securities and Exchange Commission (the “Staff”), upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(2)The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $164.23 to $165.20. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(3)The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $165.21 to $166.205. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(4)The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $166.25 to $167.21. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(5)The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $163.22 to $163.54. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

 Page 10 of 12 Pages 

 

 

(6)The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $163.55 to $164.54. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(7)The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $164.56 to $165.54. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(8)The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $165.59 to $166.58. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(d) Certain securities of the Issuer are held directly by 667, a limited partnership the sole general partner of which is Baker Biotech Capital, L.P., a limited partnership the sole general partner of which is Baker Biotech Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Biotech Capital (GP), LLC.

 

Certain securities of the Issuer are held directly by Life Sciences, a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Brothers Life Sciences Capital (GP), LLC.

 

(e) Not applicable.

   

 Page 11 of 12 Pages 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

May 8, 2020

 

  BAKER BROS. ADVISORS LP
   
  By:  Baker Bros. Advisors (GP) LLC, its general partner
   
  By: /s/ Scott L. Lessing
    Name: Scott L. Lessing
Title:   President

 

  BAKER BROS. ADVISORS (GP) LLC
     
  By: /s/ Scott L. Lessing
    Name: Scott L. Lessing
    Title:   President

 

  /s/ Julian C. Baker
  Julian C. Baker
   
  /s/ Felix J. Baker
  Felix J. Baker
     
  FBB2, LLC
   
  By:   /s/ Julian C. Baker
    Name: Julian C. Baker
    Title: Manager
     
  FBB3 LLC
   
  By:   /s/ Julian C. Baker
    Name: Julian C. Baker
    Title: Manager

 

 Page 12 of 12 Pages