Statement of Changes in Beneficial Ownership (4)
September 06 2018 - 10:42AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
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0.5
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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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1. Name and Address of Reporting Person
*
Sabba Stephen L
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2. Issuer Name
and
Ticker or Trading Symbol
LIGAND PHARMACEUTICALS INC
[
LGND
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
DORSET MANAGEMENT CORP, 485 UNDERHILL BLVD SUITE 205
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/4/2018
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(Street)
SYOSSET, NY 11791
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
(1)
(2)
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9/4/2018
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M
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2500
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A
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$8.58
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29356
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D
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Common Stock
(1)
(2)
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9/4/2018
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M
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2500
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A
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$17.88
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31856
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D
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Common Stock
(2)
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9/4/2018
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S
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5000
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D
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$255.05
(3)
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26856
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
(4)
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$8.58
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9/4/2018
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M
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2500
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(5)
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5/25/2020
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Common Stock
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2500
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$0
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0
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D
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Non-Qualified Stock Option (right to buy)
(4)
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$17.88
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9/4/2018
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M
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2500
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(5)
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5/29/2019
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Common Stock
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2500
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$0
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0
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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).
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(5)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sabba Stephen L
DORSET MANAGEMENT CORP
485 UNDERHILL BLVD SUITE 205
SYOSSET, NY 11791
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X
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Signatures
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By: /s/Stephen L. Sabba
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9/6/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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