formsc13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 4)

PDL BioPharma, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

69329Y104

(CUSIP Number)

Michael Colvin

Highland Capital Management, L.P.

Two Galleria Tower

13455 Noel Road, Suite 800

Dallas, Texas 75240

(972) 628-4100

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

August 6, 2008

(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 §§240.13d-1(e), (f) or (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 §240.13d-7(b) 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 (“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).

CUSIP No.

69329Y104

Page

1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Highland Capital Management, L.P. 75-2716725

2		CHECK BOX THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) o
		(b) o

3		SEC USE ONLY



4		SOURCE OF FUNDS

		AF/OO

5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

		o

6		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


	7	SOLE VOTING POWER

NUMBER OF		6,306,012

SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		35,155

EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		6,306,012

WITH	10	SHARED DISPOSITIVE POWER

		35,155


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		6,341,167

12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

		o

13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		5.3%

14		TYPE OF REPORTING PERSON

		PN, IA

CUSIP No.

69329Y104

Page

1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Strand Advisors, Inc. 95-4440863


2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) o
		(b) o

3		SEC USE ONLY



4		SOURCE OF FUNDS

		AF/OO

5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

		o

6		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


	7	SOLE VOTING POWER

NUMBER OF		6,306,012

SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		35,155

EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		6,306,012

WITH	10	SHARED DISPOSITIVE POWER

		35,155


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		6,341,167

12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

		o

13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		5.3%

14		TYPE OF REPORTING PERSON

		CO, HC

CUSIP No.

69329Y104

Page

1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON James D. Dondero


2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) o
		(b) o

3		SEC USE ONLY



4		SOURCE OF FUNDS

		AF/OO

5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

		o

6		CITIZENSHIP OR PLACE OF ORGANIZATION

		United States


	7	SOLE VOTING POWER

NUMBER OF		6,306,012

SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		35,155

EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		6,306,012

WITH	10	SHARED DISPOSITIVE POWER

		35,155


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		6,341,167

12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

		o

13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		5.3%

14		TYPE OF REPORTING PERSON

		IN, HC

CUSIP No.

69329Y104

Page

1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Highland Funds I, on behalf of its Highland Equity Opportunities Fund series (1) 20-4570552


2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) o
		(b) x

3		SEC USE ONLY



4		SOURCE OF FUNDS

		WC

5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

		o

6		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


	7	SOLE VOTING POWER

NUMBER OF		0

SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		6,393

EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0

WITH	10	SHARED DISPOSITIVE POWER

		6,393


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		6,393

12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

		o

13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		0.01%

14		TYPE OF REPORTING PERSON

		OO

(1)

The Reporting Persons may be deemed to be the beneficial owners of the shares of the Issuer’s Common Stock beneficially owned by the other Reporting Persons. However, with respect to the matters described herein, no other Reporting Person may bind, obligate or take any action, directly or indirectly, on behalf of Highland Equity Opportunities Fund. The Reporting Person expressly disclaims membership in a group with respect to the Issuer or securities of the Issuer for the purpose of Section 13(d) or 13(g) of the Act.

CUSIP No.

69329Y104

Page

1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		Highland Multi-Strategy Onshore Master SubFund, L.L.C.
		20-5237152

2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) o
		(b) o

3		SEC USE ONLY



4		SOURCE OF FUNDS

		WC

5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

		o

6		CITIZENSHIP OR PLACE OF ORGANIZATION

		Delaware


	7	SOLE VOTING POWER

NUMBER OF SHARES		0

	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		28,762

EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0

WITH	10	SHARED DISPOSITIVE POWER

		28,762


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		28,762

12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

		o

13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		0.02%

14		TYPE OF REPORTING PERSON

		OO

CUSIP No.

69329Y104

Page

1		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Highland Multi-Strategy Master Fund, L.P. 20-5237085


2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
		(a) o
		(b) o

3		SEC USE ONLY



4		SOURCE OF FUNDS

		AF/OO

5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

		o

6		CITIZENSHIP OR PLACE OF ORGANIZATION

		Bermuda


	7	SOLE VOTING POWER

NUMBER OF		0

SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		28,762

EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0

WITH	10	SHARED DISPOSITIVE POWER

		28,762


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		28,762

12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

		o

13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

		0.02%

14		TYPE OF REPORTING PERSON

		PN/HC

This Amendment No. 4 to Schedule 13D is jointly filed by and on behalf of each reporting person to amend and/or supplement the Schedule 13D relating to shares of Common Stock of the Issuer filed by such reporting person with the Securities and Exchange Commission on October 29, 2007, and amended on December 12, 2007, December 18, 2007, and July 28, 2008, (as amended, the “ Schedule 13D ”). Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended and restated in its entirety as follows:

The Reporting Persons have acquired an aggregate of 6,341,167 shares of Common Stock (the “ Shares ”), which are reported herein, in open market transactions for an aggregate purchase price of approximately $171,704, 970 with a combination of funds from accounts managed by Highland Capital.

Item 5. Interest in Securities of the Issuer.

Sections (d) and (e) of Item 5 remain unchanged.

Section (a) of Item 5 is amended and restated in its entirety as follows:

(a) The aggregate number and percentage of shares of Common Stock beneficially owned by each Reporting Person:

See the disclosure provided in response to Items 11 and 13 on the attached cover page(s). (1)

(b) The number of shares as to which there is sole or shared power to vote or to direct the vote, or power to dispose or to direct disposition by each Reporting Person.

See the disclosure provided in response to Items 7, 8, 9 and 10 on the attached cover page(s).

Section (c) of Item 5 is amended and restated in its entirety as follows:

(c) The following table describes transactions in the Common Stock that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the persons named in response to paragraph (a) of this Item 5.

Transaction Date	Reporting Person	Number of Shares Acquired	Number of Shares Disposed	Price Per Share ($)	Description of Transaction
07/31/2008	Highland Capital		550,000	$11.2063	Open Market
08/06/2008	Highland Capital		1,315,141	$11.2281	Open Market

(1)	The percentage calculation is based on 119,308,001 shares of Common Stock outstanding, reported on the Form 10-Q filed with the SEC by the Issuer on May 12, 2008.

SIGNATURES

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.

Date: August 8, 2008

	Highland Multi-Strategy Onshore Master SubFund, L.L.C.

	By:	Highland Multi-Strategy Master Fund, L.P., its managing member
	By:	Highland Multi-Strategy Fund GP, L.P., its general partner
	By:	Highland Multi-Strategy Fund GP, L.L.C., its general partner
	By:	Highland Capital Management, L.P., its sole member
	By:	Strand Advisors, Inc., its general partner

	By:	/s/ James D. Dondero
		James D. Dondero, President

	Highland Multi-Strategy Master Fund, L.P.

	By:	Highland Multi-Strategy Fund GP, L.P., its general partner
	By:	Highland Multi-Strategy Fund GP, L.L.C., its general partner
	By:	Highland Capital Management, L.P., its sole member
	By:	Strand Advisors, Inc., its general partner

	By:	/s/ James D. Dondero
		James D. Dondero, President

	Highland Funds I, on behalf of its Highland Equity Opportunities Fund series

	By:	/s/ James D. Dondero
		James D. Dondero, President


	Highland Capital Management, L.P.

	By:	Strand Advisors, Inc., its general partner

	By:	/s/ James D. Dondero
		James D. Dondero, President

	Strand Advisors, Inc.

	By:	/s/ James D. Dondero
		James D. Dondero, President

	James D. Dondero

	By:	/s/ James D. Dondero