SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KURLAND FRED

(Last)

(First)

(Middle)

C/O XOMA CORPORATION

2910 SEVENTH STREET

(Street)

BERKELEY

94710

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XOMA Corp [ XOMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO & VP Finance

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	04/06/2015⁽¹⁾		M		4,656	A	$0.0⁽²⁾	85,454	D
Common Shares	04/06/2015⁽¹⁾		M		21,750	A	$0.0⁽²⁾	107,204	D
Common Shares	04/06/2015⁽³⁾		D		9,759	D	$3.6074⁽⁴⁾	97,445	D
Common Shares	04/06/2015⁽³⁾		D		1,707	D	$3.6074⁽⁴⁾	95,738	D
Common Shares	04/06/2015⁽³⁾		D		1,707	D	$3.6074⁽⁴⁾	94,031	D
Common Shares	04/06/2015⁽³⁾		D		1,707	D	$3.6074⁽⁴⁾	92,324	D
Common Shares	04/06/2015⁽³⁾		D		7,414	D	$3.6074⁽⁴⁾	84,910	D
Common Shares	04/06/2015⁽³⁾		D		7,414	D	$3.6074⁽⁴⁾	77,496	D
Common Shares	04/06/2015⁽³⁾		D		5,567	D	$3.6074⁽⁴⁾	71,929	D
Common Shares	04/06/2015⁽¹⁾		M		3,532	A	$0.0⁽²⁾	75,461	D
Common Shares								22,137	I	by 401(k)
Common Shares								5,254	I	by Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.0⁽²⁾	04/06/2015		M			4,656	⁽¹⁾	08/14/2015	Common Shares	4,656	$0.0	0	D
Restricted Stock Units	$0.0⁽²⁾	04/06/2015		M			21,750	⁽¹⁾	03/18/2016	Common Shares	21,750	$0.0	0	D
Restricted Stock Units	$0.0⁽²⁾	04/06/2015		M			3,532	11/13/2012⁽¹⁾	⁽⁵⁾	Common Shares	3,532	$0.0	0	D

Explanation of Responses:

1. Pursuant to the award agreement, this award becomes fully vested in connection with Mr. Kurland's retirement on April 3, 2015.

2. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. This nondiscretionary transaction represents the settlement of vested restricted stock units in shares of common stock.

3. Shares sold on the open market to satisfy the minimum amount of taxes required to be withheld in connection with the vesting of the shares in a non-discretionary transaction pursuant to the reporting person's agreement under the Company's equity incentive plan.

4. This transaction was executed in multiple trades ranging at prices from $3.50 to $3.66. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.

5. These restricted stock units are scheduled to vest in substantially equal installments annually over three years, with the first installment vesting on November 13, 2012.

	By: Russell J. Wood For: Fred Kurland	04/07/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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