0000921895-23-000078.txt : 20230109
0000921895-23-000078.hdr.sgml : 20230109
20230109174441
ACCESSION NUMBER: 0000921895-23-000078
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230105
FILED AS OF DATE: 20230109
DATE AS OF CHANGE: 20230109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LAMPERT MARK N
CENTRAL INDEX KEY: 0001233840
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39801
FILM NUMBER: 23519107
MAIL ADDRESS:
STREET 1: 1 SANSOME ST
STREET 2: 30TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P
CENTRAL INDEX KEY: 0000918923
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39801
FILM NUMBER: 23519115
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF PARTNERS L P/IL
CENTRAL INDEX KEY: 0001055947
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39801
FILM NUMBER: 23519116
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST.
STREET 2: 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST.
STREET 2: 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF INC/IL
CENTRAL INDEX KEY: 0001056807
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39801
FILM NUMBER: 23519108
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND II LP
CENTRAL INDEX KEY: 0001102444
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39801
FILM NUMBER: 23519113
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF GP HOLDINGS LLC
CENTRAL INDEX KEY: 0001803809
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39801
FILM NUMBER: 23519109
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-525-8830
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Biotechnology Value Trading Fund OS LP
CENTRAL INDEX KEY: 0001660683
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39801
FILM NUMBER: 23519111
BUSINESS ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: (415) 525-8890
MAIL ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF Partners OS Ltd.
CENTRAL INDEX KEY: 0001660684
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39801
FILM NUMBER: 23519110
BUSINESS ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: (415) 525-8890
MAIL ADDRESS:
STREET 1: P.O. BOX 309 UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF I GP LLC
CENTRAL INDEX KEY: 0001803805
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39801
FILM NUMBER: 23519114
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-525-8830
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF II GP LLC
CENTRAL INDEX KEY: 0001803806
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39801
FILM NUMBER: 23519112
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-525-8830
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: XOMA Corp
CENTRAL INDEX KEY: 0000791908
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 522154066
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2200 POWELL STREET
STREET 2: SUITE 310
CITY: EMERYVILLE
STATE: CA
ZIP: 94608
BUSINESS PHONE: 510-204-7239
MAIL ADDRESS:
STREET 1: 2200 POWELL STREET
STREET 2: SUITE 310
CITY: EMERYVILLE
STATE: CA
ZIP: 94608
FORMER COMPANY:
FORMER CONFORMED NAME: XOMA LTD /DE/
DATE OF NAME CHANGE: 19990107
FORMER COMPANY:
FORMER CONFORMED NAME: XOMA CORP /DE/
DATE OF NAME CHANGE: 19920703
4
1
form407422xoma_01092023.xml
OWNERSHIP DOCUMENT
X0306
4
2023-01-05
0
0000791908
XOMA Corp
XOMA
0001055947
BVF PARTNERS L P/IL
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
1
1
See Remarks
0000918923
BIOTECHNOLOGY VALUE FUND L P
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
1
0
0001803805
BVF I GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
1
0
0001102444
BIOTECHNOLOGY VALUE FUND II LP
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
1
0
0001803806
BVF II GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
1
0
0001660683
Biotechnology Value Trading Fund OS LP
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN
E9
KY1-1104
CAYMAN ISLANDS
1
0
0
1
See Explanation of Responses
0001660684
BVF Partners OS Ltd.
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN
E9
KY1-1104
CAYMAN ISLANDS
1
0
0
1
See Explanation of Responses
0001803809
BVF GP HOLDINGS LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
1
0
0001056807
BVF INC/IL
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
1
0
0001233840
LAMPERT MARK N
44 MONTGOMERY STREET
40TH FLOOR
SAN FRANCISCO
CA
94104
1
0
1
0
Common Stock, $0.0075 par value per share
2023-01-05
4
P
0
3330
18.3852
A
1788168
D
Common Stock, $0.0075 par value per share
2023-01-06
4
P
0
1676
21.9817
A
1789844
D
Common Stock, $0.0075 par value per share
2023-01-05
4
P
0
15670
18.3852
A
1617064
D
Common Stock, $0.0075 par value per share
2023-01-06
4
P
0
1573
21.9817
A
1618637
D
Common Stock, $0.0075 par value per share
75287
D
Common Stock, $0.0075 par value per share
149975
I
See footnote
Common Stock, $0.0075 par value per share
11799
I
See footnote
8.625% Series A Cumulative Perpetual Preferred Stock
200000
I
See footnote
Series X Convertible Preferred Stock
Common Stock, $0.0075 par value per share
2313000
2313
D
Series X Convertible Preferred Stock
Common Stock, $0.0075 par value per share
1506000
1506
D
Series X Convertible Preferred Stock
Common Stock, $0.0075 par value per share
412000
412
D
Series X Convertible Preferred Stock
Common Stock, $0.0075 par value per share
772000
772
I
See footnote
Non-Qualified Stock Option (right to buy)
17.86
2032-05-18
Common Stock, $0.0075 par value per share
8996
8996
I
See footnote
Non-Qualified Stock Option (right to buy)
31.04
2031-05-19
Common Stock, $0.0075 par value per share
5101
5101
I
See footnote
Non-Qualified Stock Option (right to buy)
21.27
2030-05-20
Common Stock, $0.0075 par value per share
6152
6152
I
See footnote
Non-Qualified Stock Option (right to buy)
15.59
2029-05-16
Common Stock, $0.0075 par value per share
8167
8167
I
See footnote
Non-Qualified Stock Option (right to buy)
25.16
2028-05-17
Common Stock, $0.0075 par value per share
5052
5052
I
See footnote
Non-Qualified Stock Option (right to buy)
4.67
2027-03-02
Common Stock, $0.0075 par value per share
15222
15222
I
See footnote
This 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 I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), 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 securities reported herein except to the extent of his or its pecuniary interest therein.
Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF. As the investment manager 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.
Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF2. As the investment manager 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.
Securities 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.
Securities 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.
Partners, BVF Inc. and Mr. Lampert may be deemed to have a pecuniary interest in the securities reported owned herein due to a certain agreement between Partners and Matthew D. Perry, who serves on the Issuer's board of directors and as President of Partners, pursuant to which Mr. Perry is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the securities reported owned herein to Partners. As such, Mr. Perry disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
The 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.
The shares subject to this option shall vest and become exercisable in equal monthly installments over the 12-month period following the date of grant (May 18, 2022), provided that the final installment will occur on the earlier of (i) the date of the next annual meeting of the Company's stockholders or (ii) the first anniversary of the date of grant of such option.
All of the shares subject to this option vested and became exercisable in twelve equal monthly installments. As of May 19, 2022, these options are fully exercisable.
All of the shares subject to this option vested and became exercisable in twelve equal monthly installments. As of May 20, 2021, these options are fully exercisable.
All of the shares subject to this option vested and became exercisable in twelve equal monthly installments. As of May 16, 2020, these options are fully exercisable.
These options were acquired pursuant to a grant of stock options under the Amended and Restated XOMA Corporation 2010 Long Term Incentive and Stock Award Plan (the "Plan") and were scheduled to vest and become exercisable on the one-year anniversary of the grant date of May 17, 2018. As of May 17, 2019, these options are fully exercisable.
These options were acquired pursuant to the Plan, and were exercisable in twelve equal monthly installments, beginning one month from the vesting commencement date, which was February 15, 2017. As of February 15, 2018, these options are fully exercisable.
Mr. Perry purchased 200,000 shares of the Issuer's 8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share and liquidation preference of $25.00 per share (the "Series A Preferred Stock"), in the Issuer's public offering at the public offering price of $25.00 per share. The terms of the Series A Preferred Stock are set forth in the Certificate of Designation of the 8.625% Series A Cumulative Perpetual Preferred Stock of the Issuer (the "Certificate of Designation"). Investors in the Series A Preferred Stock generally will have no voting rights, but will have limited voting rights if the Issuer fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events.
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer due to a member of Partners, Matthew D. Perry, serving on the Board of Directors of the Issuer, and his agreement to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the securities reported owned herein to Partners.
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2023-01-09
Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer
2023-01-09
BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer
2023-01-09
Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer
2023-01-09
BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer
2023-01-09
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2023-01-09
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2023-01-09
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer
2023-01-09
BVF Inc., By: /s/ Mark N. Lampert, President
2023-01-09
/s/ Mark N. Lampert
2023-01-09