SEC Form 4 · accession 0000921895-18-003357
XOMA Royalty Corp · XOMA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BVF PARTNERS L P/IL
10% Owner
Inc/il Bvf
10% Owner
Mark N Lampert
10% Owner
BVF Partners OS Ltd.
Other
Period of report
Dec 14, 2018
Accepted (ET)
Dec 19, 2018 · 9:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000791908
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.0075 par value per shareF1,F3 | Dec 17, 2018 | P | 25,000 | $14.1917 | A | 718,541 | D | |
| Common Stock, $0.0075 par value per shareF1,F2 | holding | — | — | — | 694,961 | D | ||
| Common Stock, $0.0075 par value per shareF1,F4 | holding | — | — | — | 123,649 | D | ||
| Common Stock, $0.0075 par value per shareF1,F5 | holding | — | — | — | 231,878 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription RightsF2 | $13,000.00 | Dec 14, 2018 | X | 345 | D | Nov 19, 2018 | Dec 14, 2018 | Series Y Convertible Preferred Stock, $0.05 par value | 345 | 0 | D |
| Series Y Convertible Preferred StockF6,F2,F8 | — | Dec 14, 2018 | X | 345 | A | — | — | Common Stock, $0.0075 par value per share | 345,313 | 345 | D |
| Subscription RightsF3 | $13,000.00 | Dec 14, 2018 | X | 225 | D | Nov 19, 2018 | Dec 14, 2018 | Series Y Convertible Preferred Stock, $0.05 par value | 225 | 0 | D |
| Series Y Convertible Preferred StockF6,F3,F8 | — | Dec 14, 2018 | X | 225 | A | — | — | Common Stock, $0.0075 par value per share | 224,813 | 225 | D |
| Series Y Convertible Preferred StockF7,F2,F8 | — | Dec 18, 2018 | X | 311 | A | — | — | Common Stock, $0.0075 par value per share | 310,646 | 656 | D |
| Series Y Convertible Preferred StockF7,F3,F8 | — | Dec 18, 2018 | X | 372 | A | — | — | Common Stock, $0.0075 par value per share | 372,000 | 597 | D |
| Series X Convertible Preferred StockF2,F9 | — | holding | — | — | — | — | — | Common Stock, $0.0075 par value per share | 2,313,000 | 2,313 | D |
| Series X Convertible Preferred StockF3,F9 | — | holding | — | — | — | — | — | Common Stock, $0.0075 par value per share | 1,506,000 | 1,506 | D |
| Series X Convertible Preferred StockF4,F9 | — | holding | — | — | — | — | — | Common Stock, $0.0075 par value per share | 412,000 | 412 | D |
| Series X Convertible Preferred StockF5,F9 | — | holding | — | — | — | — | — | Common Stock, $0.0075 par value per share | 772,000 | 772 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of the Common Stock reported herein except to the extent of his or its pecuniary interest therein.
- F2Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
- F3Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
- F4Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
- F5Securities held in certain Partners managed accounts (the "Partners Managed Accounts"). Partners, as the investment manager of the Partners Managed Accounts, may be deemed to beneficially own the securities held by the Partners Managed Accounts. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities held by the Partners Managed Accounts. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities held by the Partners Managed Accounts.
- F6Series Y Convertible Preferred Stock acquired by BVF and BVF2 following the exercise of each of its basic subscription privilege in connection with the Issuer's subscription rights offering (the "Offering").
- F7Series Y Convertible Preferred Stock acquired by BVF and BVF2 pursuant to the terms and conditions of a backstop commitment made by the Reporting Persons in connection with the Offering.
- F8The Series Y Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 19.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise. The Series Y Convertible Preferred Stock does not have an expiration date. The initial conversion price is $13.00 and is subject to certain adjustments pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series Y Convertible Preferred Stock.
- F9The Series X Convertible Preferred Stock may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d), more than 19.99% of the shares of Common Stock outstanding immediately after giving effect to such exercise. The Series X Convertible Preferred Stock does not have an expiration date. The initial conversion price is $4.03 and is subject to certain adjustments pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock.