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

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 22)

 

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
667 Madison Avenue, 21st Floor
New York, NY 10065
(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 16  

 

 

SCHEDULE 13D

 

CUSIP No.     812578102         Page   2   of   1 6   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

 

44,209,554 (1)

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

44,209,554 (1)

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,209,554 (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)

 

31.4% (1)(2)

 

14

TYPE OF REPORTING PERSON (See Instructions)

 

IA, PN

 

           

(1) Includes 109,260 shares of the Issuer’s common stock underlying 109,260 options.

(2) Based on 140,516,451 shares of common stock as of July 20, 2016 as reported in the Issuer’s 10-Q filed with the SEC on July 26, 2016.

 

 

  Page 2 of 16  

 

 

SCHEDULE 13D

 

CUSIP No.     812578102         Page   3   of    16   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

 

44,209,554 (1)

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

44,209,554 (1)

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,209,554 (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)

 

31.4% (1)(2)

 

14

TYPE OF REPORTING PERSON (See Instructions)

 

HC, OO

 

           

(1) Includes 109,260 shares of the Issuer’s common stock underlying 109,260 options.

(2) Based on 140,516,451 shares of common stock as of July 20, 2016 as reported in the Issuer’s 10-Q filed with the SEC on July 26, 2016.

 

 

  Page 3 of 16  

 

 

SCHEDULE 13D

 

CUSIP No.     812578102         Page   4   of    16   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

 

44,347,979(1)

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

44,347,979 (1)

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,347,979 (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)

 

31.5% (1)(2)

 

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN, HC

 

           

(1) Includes 109,260 shares of the Issuer’s common stock underlying 109,260 options.

(2) Based on 140,516,451 shares of common stock as of July 20, 2016 as reported in the Issuer’s 10-Q filed with the SEC on July 26, 2016.

 

  Page 4 of 16  

 

 

SCHEDULE 13D

 

CUSIP No.  812578102         Page   5   of    16    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

 

44,347,986 (1)

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

44,347,986 (1)

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

44,347,986 (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)

 

31.5% (1)(2)

 

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN, HC

 

           

(1) Includes 109,260 shares of the Issuer’s common stock underlying 109,260 options.

(2) Based on 140,516,451 shares of common stock as of July 20, 2016 as reported in the Issuer’s 10-Q filed with the SEC on July 26, 2016.

 

  Page 5 of 16  

 

 

SCHEDULE 13D

 

CUSIP No.  812578102         Page   6   of    16    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 140,516,451 shares of common stock as of July 20, 2016 as reported in the Issuer’s 10-Q filed with the SEC on July 26, 2016.

 

  Page 6 of 16  

 

 

SCHEDULE 13D

 

CUSIP No.  812578102         Page   7   of    16    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

 

12,678

 

8

SHARED VOTING POWER

 

0

 

9

SOLE DISPOSITIVE POWER

 

12,678

 

10

SHARED DISPOSITIVE POWER

 

0

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,678

 

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 140,516,451 shares of common stock as of July 20, 2016 as reported in the Issuer’s 10-Q filed with the SEC on July 26, 2016.

  Page 7 of 16  

 

 

Amendment No. 22 to Schedule 13D

 

This Amendment No. 22 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”). 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 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 Schedule 13D is supplemented and amended, as the case may be, as follows:

 

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

 

Item   4. Purpose of the Transaction.

 

Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:

 

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 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 Stock Options (as defined below), or otherwise) or to dispose of some or all of the securities of the Issuer, including shares of Common Stock, under their control.

 

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 Item 4 of Schedule 13D.

 

  Page 8 of 16  

 

 

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. 22 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 140,516,451 shares of common stock as of July 20, 2016 as reported in the Issuer’s 10-Q filed with the SEC on July 26, 2016. 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.

4,671,498 3.3%
     

Baker Brothers Life Sciences, L.P. 

39,388,096 28.0%


The Adviser GP, Felix J. Baker and Julian C. Baker as principals of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds, and may be deemed to have the power to vote or direct the vote of and the power to dispose or direct the disposition of such securities.

 

The Reporting Persons disclaim beneficial ownership of the securities held by each of the Funds, and this Amendment No. 22 shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 13(d) or for any other purpose, except to the extent that any such Reporting Persons actually exercises voting or dispositive power with respect to such securities.

 

Julian C. Baker and Felix J. Baker are also the sole managers of FBB2 and FBB3 and as such may be deemed to be beneficial owners of shares of Common Stock held by FBB2 and FBB3 and may be deemed to have the power to vote or direct the vote and dispose or direct the disposition of those shares.

 

Felix J. Baker is a Director of the Issuer. In connection with his service on the Issuer’s Board, Felix J. Baker holds options to purchase Common Stock of the Issuer (“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 Issuer’s Board as a representative of the Funds. The policy of the Funds and the Adviser does not permit 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.

 

  Page 9 of 16  

 

 

The Adviser has voting and investment power over the Stock Options, Common Stock underlying such Stock Options, Restricted Stock and Common Stock held by Felix Baker. The Adviser GP, and Felix J. Baker and Julian C. Baker as principals 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.

 

(c) The following transactions in the Issuer’s Common Stock were effected by the Funds noted below during the sixty days preceding the filing of this statement using working capital of the applicable purchasing Fund. All purchase transactions were effected in the open market directly with a broker-dealer. Except as disclosed herein, none of the Reporting Persons or their affiliates has effected any other transactions in securities of the Issuer during the past 60 days.

 

  Page 10 of 16  

 

 

Name Date Number of Shares  Transaction Price/Share Footnotes
667, L.P. 9/6/2016  9,074  Purchase         45.8037 1
667, L.P. 9/6/2016  2,735  Purchase         44.9819 2
667, L.P. 9/6/2016  8,360  Purchase         46.1022 3
667, L.P. 9/6/2016  35,263  Purchase         45.3863 4
667, L.P. 9/6/2016  3,600  Purchase         45.1026 5
667, L.P. 9/6/2016  84,331  Purchase         46.1709 6
667, L.P. 9/7/2016  667  Purchase         48.2853 7
Baker Brothers Life Sciences, L.P. 9/7/2016  5,930  Purchase         48.2853 7
667, L.P. 9/7/2016  967  Purchase         48.4368 8
Baker Brothers Life Sciences, L.P. 9/7/2016  8,598  Purchase         48.4368 8
667, L.P. 9/7/2016  1,314  Purchase         48.1594 9
Baker Brothers Life Sciences, L.P. 9/7/2016  11,681  Purchase         48.1594 9
667, L.P. 9/7/2016  62  Purchase         47.2697 10
Baker Brothers Life Sciences, L.P. 9/7/2016  548  Purchase         47.2697 10
667, L.P. 9/7/2016  1,457  Purchase         48.9534 11
Baker Brothers Life Sciences, L.P. 9/7/2016  12,955  Purchase         48.9534 11
667, L.P. 9/7/2016  1,556  Purchase         48.6100 12
Baker Brothers Life Sciences, L.P. 9/7/2016  13,825  Purchase         48.6100 12
667, L.P. 9/8/2016  106  Purchase         49.1810 13
Baker Brothers Life Sciences, L.P. 9/8/2016  944  Purchase         49.1810 13
667, L.P. 9/8/2016  628  Purchase         49.4589 14
Baker Brothers Life Sciences, L.P. 9/8/2016  5,581  Purchase         49.4589 14
667, L.P. 9/8/2016  11,397  Purchase         50.0487 15
Baker Brothers Life Sciences, L.P. 9/8/2016  101,290  Purchase         50.0487 15
667, L.P. 9/8/2016  5,405  Purchase         50.1047 16
Baker Brothers Life Sciences, L.P. 9/8/2016  48,036  Purchase         50.1047 16
667, L.P. 9/8/2016  3,813  Purchase         50.4778 17
Baker Brothers Life Sciences, L.P. 9/8/2016  33,893  Purchase         50.4778 17
667, L.P. 9/9/2016                            3,181  Purchase         50.5452 18
Baker Brothers Life Sciences, L.P. 9/9/2016                          28,271  Purchase         50.5452 18
667, L.P. 9/9/2016                                894  Purchase         51.0500 19
Baker Brothers Life Sciences, L.P. 9/9/2016                            7,944  Purchase         51.0500 19
667, L.P. 9/9/2016                          19,201  Purchase         50.3787 20
Baker Brothers Life Sciences, L.P. 9/9/2016                       170,652  Purchase         50.3787 20
667, L.P. 9/9/2016                            2,637  Purchase         50.3266 21
Baker Brothers Life Sciences, L.P. 9/9/2016                          23,440  Purchase         50.3266 21
667, L.P. 9/12/2016                            3,728  Purchase         51.2545 22
Baker Brothers Life Sciences, L.P. 9/12/2016                          33,241  Purchase         51.2545 22
667, L.P. 9/12/2016                                262  Purchase         50.4829 23
Baker Brothers Life Sciences, L.P. 9/12/2016                            2,338  Purchase         50.4829 23
667, L.P. 9/12/2016                                940  Purchase         50.9864 24
Baker Brothers Life Sciences, L.P. 9/12/2016                            8,380  Purchase         50.9864 24
667, L.P. 9/12/2016                                101  Purchase         49.8350  
Baker Brothers Life Sciences, L.P. 9/12/2016                                899  Purchase         49.8350  
667, L.P. 9/13/2016  10  Purchase         50.0000  
Baker Brothers Life Sciences, L.P. 9/13/2016  90  Purchase         50.0000  
667, L.P. 9/13/2016  2,388  Purchase         50.4082 25
Baker Brothers Life Sciences, L.P. 9/13/2016  21,290  Purchase         50.4082 25

  

  Page 11 of 16  

 

 

 

667, L.P. 9/13/2016  2,445  Purchase         50.4214 26
Baker Brothers Life Sciences, L.P. 9/13/2016  21,804  Purchase         50.4214 26
667, L.P. 9/13/2016  101  Purchase         50.6370 27
Baker Brothers Life Sciences, L.P. 9/13/2016  899  Purchase         50.6370 27
667, L.P. 9/13/2016  6,565  Purchase         51.4057 28
Baker Brothers Life Sciences, L.P. 9/13/2016  58,541  Purchase         51.4057 28
667, L.P. 9/13/2016  2,730  Purchase         51.5457 29
Baker Brothers Life Sciences, L.P. 9/13/2016  24,339  Purchase         51.5457 29

 

(1) The reported price is a weighted average price. These shares were traded in multiple transactions at a prices ranging from $45.40 to $46.00. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or 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 $44.83 to $45.00. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or 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 $46.02 to $46.15. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or 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 $45.18 to $46.15. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or 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 $45.00 to $45.15. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

 (6) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $46.00 to $46.25. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or 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 $48.21 to $48.35. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or 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 12 of 16  

 

 

(8) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $48.36 to $49.10. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(9) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $47.57 to $48.45. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(10) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $47.25 to $47.27. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(11) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $48.83 to $49.20. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(12) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $48.30 to $49.00. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(13) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $49.18 to $49.19. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(14) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $49.37 to $49.50. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(15) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $49.51 to $50.29. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(16) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $49.53 to $50.25. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or 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 13 of 16  

 

 

(17) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.46 to $50.50. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(18) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.24 to $50.90. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(19) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $51.05 to $51.05. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(20) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.16 to $50.75. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(21) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.17 to $50.61. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(22) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.66 to $51.60. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(23) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.42 to $50.50. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(24) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.70 to $51.33. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or 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 14 of 16  

 

 

(25) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.15 to $50.72. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(26) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.20 to $50.64. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(27) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.56 to $50.73. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(28) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.73 to $51.72. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

 

(29) The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $50.99 to $51.70. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or 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 15 of 16  

 

 

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.

 

September 15, 2016

 

 

  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 16 of 16  

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