SEC Form 4
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) 05/15/2024 | ||||||||||||||||||||||||||
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 | 05/15/2024 | S | 5,873 | D | $86.012(1) | 23,882 | D | |||
Common Stock | 05/16/2024 | S | 2,264 | D | $86.0034(2) | 21,618 | D | |||
Common Stock | 05/17/2024 | M | 206 | A | $57.22 | 21,824 | D | |||
Common Stock | 05/17/2024 | M | 1,544 | A | $63.62 | 23,368 | D | |||
Common Stock | 05/17/2024 | M | 145 | A | $68.74 | 23,513 | D | |||
Common Stock | 05/17/2024 | M | 5,022 | A | $52.84 | 28,535 | D | |||
Common Stock | 05/17/2024 | S | 5,022 | D | $86.6652(3) | 23,513 | D | |||
Common Stock | 05/17/2024 | S | 134 | D | $86.6497 | 23,379 | 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 | ||||||||
Employee Stock Option (right to buy) | $57.22 | 05/17/2024 | M | 206 | (4) | 10/01/2030 | Common Stock | 206 | $0.0 | 7,516 | D | ||||
Employee Stock Option (right to buy) | $63.62 | 05/17/2024 | M | 1,544 | (5) | 12/13/2032 | Common Stock | 1,544 | $0.0 | 18,456 | D | ||||
Incentive Stock Option (right to buy) | $68.74 | 05/17/2024 | M | 145 | (6) | 02/11/2029 | Common Stock | 145 | $0.0 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $52.84 | 05/17/2024 | M | 5,022 | (7) | 05/05/2032 | Common Stock | 5,022 | $0.0 | 16,179 | D |
Explanation of Responses: |
1. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $86.0000 to $86.1500. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
2. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $86.0000 to $86.0350. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
3. The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $86.0300 to $86.8200. The Reporting Person undertakes to provide the Registrant, any securityholder of the Registrant, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
4. As per the separation of OmniAb Inc. from the issuer, 4,096 stock options were vested and exercisable as of November 1, 2022, whereas 3,766 options vest in 23 substantially equal monthly installments beginning on December 1, 2022. |
5. Grant to reporting person of stock options that will vest and become exercisable over a 4-year period measured from December 5, 2022, with 12-1/2% of the shares subject to the stock options vesting on the date that is six months after December 5, 2022 and the remaining stock options vesting in 42 equal monthly installments thereafter. |
6. The stock option vests as to 50% of the underlying shares on January 11, 2023 and as to the remaining on February 11, 2023. |
7. The stock option vests and is exercisable as to approximately 14% of the underlying shares on August 5, 2022, approximately 64% of the underlying shares in 28 substantially equal monthly installments beginning on September 5, 2022, and approximately 22% of the underlying shares in 12 substantially equal monthly installments thereafter. |
By: /s/ Andrew Reardon, Attorney-in-Fact For: Octavio Espinoza | 05/17/2024 | |
** 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. |