-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N50uEVOASBRTscfz24JEIbCjuLWT/YtWltWiSikCEfESHERqM7MXX41L+quaxw9R Xt25CgFtbnPQ/3Hu+XuocQ== 0001104659-09-029621.txt : 20090505 0001104659-09-029621.hdr.sgml : 20090505 20090505173405 ACCESSION NUMBER: 0001104659-09-029621 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090407 FILED AS OF DATE: 20090505 DATE AS OF CHANGE: 20090505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KNOTT DAVID M CENTRAL INDEX KEY: 0000808722 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33093 FILM NUMBER: 09798749 MAIL ADDRESS: STREET 1: 485 UNDERHILL BLVD STREET 2: STE 205 CITY: SYOSSET STATE: NY ZIP: 11791-3419 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIGAND PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000886163 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770160744 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10275 SCIENCE CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121-1117 BUSINESS PHONE: 858-550-7500 MAIL ADDRESS: STREET 1: 10275 SCIENCE CENTER DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121-1117 4/A 1 a4a.xml 4/A X0303 4/A 2009-04-07 2009-04-09 0 0000886163 LIGAND PHARMACEUTICALS INC LGND 0000808722 KNOTT DAVID M 485 UNDERHILL BLVD STE 205 SYOSSET NY 11791-3419 1 0 0 0 Common Stock 2009-04-07 4 P 0 75500 2.8 A 3445483 I By Knott Partners, L.P. Common Stock 2009-04-07 4 S 0 321500 2.8 D 1200441 I By Shoshone Partners, L.P. Common Stock 2009-04-07 4 P 0 436600 2.8 A 704200 I By Mulsanne Partners, L.P. Common Stock 2009-04-07 4 S 0 203300 2.8 D 2500928 I By Knott Partners Offshore Master Fund, L.P. Common Stock 259184 I By Ostra Capital Partners, L.P. Common Stock 2009-04-07 4 P 0 7300 2.8 A 192590 I By Managed Accounts A Common Stock 2009-04-07 4 P 0 5400 2.8 A 124331 I By Managed Accounts B Common Stock 4000 I By Managed Accounts C Common Stock 69500 I By Managed Accounts D Common Stock 10000 D Common Stock 82400 I By Ostra Capital Partners VII, L.P. The Reporting Person is the managing member of Knott Partners Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P., Knott Partners Offshore Master Fund, L.P. and Mulsanne Partners, L.P. and (ii) the managing general partner of Knott Partners, L.P. The Reporting Person is also a general partner of Knott Partners, L.P. The Reporting Person is the sole shareholder, director and president of Dorset Management Corporation, which is the employer of Richard Murawczyk, the managing member of the general partner of Ostra Capital Partners, L.P. and Ostra Capital Partners VII, L.P., with which Dorset Management Corporation has a trading relationship. The securities identified in this row are held by a managed account for which Dorset Management Corporation provides portfolio management services. The Reporting Person is the President and sole director of Dorset Management Corporation. The securities reported in Column 4 of Table I represent restricted shares of Common Stock of Ligand Pharmaceuticals, granted to all directors at the annual meeting of the shareholders on May 29, 2008. Of those shares, 5,000 will vest on the first anniversary of the date of grant and 5,000 will vest upon a change of control in or a hostile takeover of the issuer. As 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 of the securities represented in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in the securities represented in this entry as a result of its performance-related fee. Except with respect to Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P. and Shoshone Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized. Each of Knott Partners, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P., Knott Partners Offshore Master Fund, L.P., Ostra Capital Partners, L.P., Ostra Capital Partners VII, L.P. and each of the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party. Each entry reports a component of a cross transaction in the common stock described in footnote 1 among the accounts identified in Column 7 of Table I that are coded P or S in Column 3. The cross transactions reported reflect a reallocation of common stock among those accounts, and the accounts that disposed of common stock in the cross transaction did not acquire any common stock in the cross transaction. This amendment is being made (1) to correct the number of securities and the price at which the securities were acquired or disposed of, as reflected in column 4 of Table I, (2) to correct the number of securiites beneficially owned following the reported transactions, as reflected in column 5 of Table I, and (3) to correct the vesting schedule for the restricted securities described in footnote 4. For all acquisitions and dispositions, the actual price was $2.845, rounded to $2.80. /s/ David M. Knott 2009-05-05 -----END PRIVACY-ENHANCED MESSAGE-----