The main aim of this article is to provide an explanation accounting for the production of English derived nouns in -ee. In line with Barker (1998), I will argue that analyses based on the syntactic argument structure of the verbal base are unsatisfactory, and that the conditions for this derivational process must be searched for within semantics. My intention is to explore the semantic factors that might be taken to be pre-eminent in the different sets of verbs taking the suffix using the Role and Reference Grammar (RRG) framework. It will be shown that a semantic analysis based on a theory of lexical representation like RRG is relevant to account for the formation of derived nouns in -ee in English.I gratefully acknowledge comments and suggestions from Robert Van Valin, Lachlan Mackenzie, and two anonymous readers of a previous version of this paper.