Ligand Pharmaceuticals Inc.

04/16/2025 | Press release | Distributed by Public on 04/16/2025 07:34

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sabba Stephen L
2. Issuer Name and Ticker or Trading Symbol
LIGAND PHARMACEUTICALS INC [LGND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
DORSET MANAGEMENT CORP, 485 UNDERHILL BLVD SUITE 205
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2025
(Street)
SYOSSET, NY 11791
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock(1) 04/01/2025 M 2,406 A $52.3 32,584 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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)(2) $52.3 04/01/2025 M 2,406 (2) 04/24/2025 Common Stock 2,406 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sabba Stephen L
DORSET MANAGEMENT CORP
485 UNDERHILL BLVD SUITE 205
SYOSSET, NY 11791
X

Signatures

By: /s/ Stephen L. Sabba 04/16/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These securities, as represented in Column 5, includes the grant of 1,252 restricted shares approved by the Board of Directors of the Company at the Annual Meeting held June 14, 2024, 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 (such meeting has not yet been held) or (b) on the first anniversary of the grant date, as reported on the Reporting Person's Form 4, dated 25 June 2024, which was filed to reflect the 2024 Meeting grant.
(2) These securities, as represented in Column 5, were acquired by a grant of 2,754 shares approved by the Board of Directors of the Company at the 2015 Meeting, as previously reported on the Reporting Person's Form 4, dated 28 April 2015. That grant vested in full on the first anniversary of the grant date or immediately (x) upon a change in control or a hostile takeover of the Company or (y) the death or permanent disability of the grantee if still serving at that time. The original grant was adjusted to 2,406 shares and the exercise price adjusted to $52.30 pursuant to the OmniAb Inc. separation from the Company.

Remarks:
The Reporting Person's proposed exercise of the shares reported on this Form 4 was previously disclosed pursuant to the Reporting Person's Form 144, filed 17 March 2025. The delay in filing this Form 4 was due to inadvertent oversight and this filing is being made at the earliest upon awareness of same.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.