SEC Form 4 · accession 0001104659-15-030965

LIGAND PHARMACEUTICALS INC · LGND

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David M Knott

Director

Period of report

Apr 24, 2015

Accepted (ET)

Apr 28, 2015 · 3:46 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000886163

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F4	Apr 24, 2015	A	925	$0.00	A	70,152	D
Common Stock^F1,F3	holding	—	—		—	972,100	I	By Knott Partners, L.P.
Common Stock^F1,F3	holding	—	—		—	233,361	I	By Shoshone Partners, L.P.
Common Stock^F1,F3	holding	—	—		—	40,796	I	By Knott Partners Offshore Master Fund, L.P.
Common Stock^F2,F3	holding	—	—		—	1,666	I	By Managed Account C
Common Stock^F2,F3	holding	—	—		—	1,843	I	By immediate family member

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Non-Qualified Stock Option (right to buy)^F5	$89.75	Apr 24, 2015	A	2,754	A	—	Apr 24, 2025	Common Stock	2,754	2,754	D
Non-Qualified Stock Option (right to buy)^F6	$67.53	holding	—	—	—	—	Jun 4, 2024	Common Stock	3,312	3,312	D

Explanation of responses

F1The Reporting Person is the managing member of Knott Partners Management, LLC, which is (a) the sole general partner of Shoshone Partners, L.P., and Knott Partners Offshore Master Fund, L.P. and (b) the managing general partner of Knott Partners, L.P. The Reporting Person is also a general partner of Knott Partners, L.P.
F2The Reporting Person is the sole director and the president of Dorset Management Corporation, which provides investment management services to separate institutional managed accounts (each, a "Managed Account"), and (b) the spouse of the immediate family member (the "Spouse").
F3As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control over the securities in this entry. Except with respect to those securities held by the Spouse, the Reporting Person may be deemed indirectly to beneficially own the securities in this entry as a result of a performance related fee. Except with respect to the Reporting Person's beneficial interest in Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., and Shoshone Partners, L.P., the Reporting Person disclaims beneficial ownership of the securities beneficially owned by the Managed Account, except to the extent ultimately realized. Each of Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Shoshone Partners, L.P., the Managed Account and the Spouse disclaims beneficial ownership of securities reported as owned by any other party.
F4These securities, as represented in Column 5, include a grant of 925 restricted shares acquired by a grant of the Board of Directors of the Company at the 2015 Meeting, which shares will vest in full on the earlier of (a) the date of the next annual meeting of the Company stockholders following the grant date or (b) on the first anniversary of the grant date.
F5These securities, as represented in Column 5, were acquired by a grant of 2,754 shares by the Board of Directors of the Company at the 2015 Meeting. That grant (a) vests in full on the earlier of (i) the date of the next annual meeting of the Company stockholders following the grant date or (ii) on the first anniversary of the grant date, and (b) will vest immediately (i) upon a change in control or a hostile takeover of the Company or (ii) the death or permanent disability of the grantee if still serving at that time.
F6These securities were previously reported on a Form 4 for this Reporting Person filed on June 6, 2014, and are included on this Form 4 only to report that as of June 4, 2015, they will be fully vested and exercisable.