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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIGAND PHARMACEUTICALS INC [ LGND ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/04/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock(1)(2) | 09/04/2018 | M | 2,500 | A | $8.58 | 29,356 | D | |||
Common Stock(1)(2) | 09/04/2018 | M | 2,500 | A | $17.88 | 31,856 | D | |||
Common Stock(2) | 09/04/2018 | S | 5,000 | D | $255.05(3) | 26,856 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qualified Stock Option (right to buy)(4) | $8.58 | 09/04/2018 | M | 2,500 | (5) | 05/25/2020 | Common Stock | 2,500 | $0 | 0 | D | ||||
Non-Qualified Stock Option (right to buy)(4) | $17.88 | 09/04/2018 | M | 2,500 | (5) | 05/29/2019 | Common Stock | 2,500 | $0 | 0 | D |
Explanation of Responses: |
1. The Reporting Person acquired these securities, as represented in Column 4, upon exercise of the options and at their respective per share exercise price reported on Table II, as follows: for the first row on Table I, at an exercise price of $8.58/option set forth on the first row on Table II, and for the second row on Table I, at an exercise price of $17.88/option set forth on the second row on Table II. |
2. These securities, as represented in Column 5, include a grant of 493 restricted shares in a transaction exempt from Section 16b treatment, as originally reported on a Form 4 filed June 21, 2018, 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. |
3. The price reported is based on an average share price from the following transactions: ((100 shares @ $255.64)+(100 shares @ $255.46)+(200 shares @ $255.45)+(200 shares @ $255.26)+(106 shares @ $255.16)+(4,294 shares @ $255.00))/5,000 shares. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and the sale prices for each of the foregoing transactions. |
4. These securities, as represented in Table II, were acquired in transactions exempt from 16b treatment: the options in the first row were originally granted on May 25, 2010 and those in the second row were originally granted on May 29, 2009 (as both were reported, at their respective exercise prices in Column 2 following the Company's stock split, on a Form 4 filed June 6, 2011). |
5. These securities are currently fully vested and exercisable, having vested in twelve successive equal monthly installments upon completion of each calendar month of service beginning as follows: for those on the first row of Table II, on May 25, 2010, and for those on the second row of Table II, on May 29, 2009. |
By: /s/Stephen L. Sabba | 09/06/2018 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |