Sec Form 4 Filing - Klein Thomas @ XOMA Corp - 2014-03-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Klein Thomas 2. Issuer Name and Ticker or Trading Symbol XOMA Corp [ XOMA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Commercial Officer (Last) (First) (Middle) C/O XOMA CORPORATION, 2910 SEVENTH STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2014 (Street) BERKELEY, CA94710 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Shares 03/18/2014( 1 ) M 667 A $ 0 ( 2 ) 44,115 D Common Shares 03/18/2014 S 257 D $ 6.316 ( 3 ) 43,858 D Common Shares 03/18/2014( 4 ) M 80,000 A $ 0 ( 2 ) 123,858 D Common Shares 03/18/2014 S 30,708 D $ 6.316 ( 3 ) 93,150 D Common Shares 1,659 I by 401(k)

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Restricted Stock Units $ 0 ( 2 ) 03/18/2014 M 667 03/18/2014( 1 ) 03/18/2016 Common Shares 667 $ 0 ( 2 ) 241,333 D Restricted Stock Units $ 0 ( 2 ) 03/18/2014 M 80,000 03/18/2014( 4 ) 03/18/2016 Common Shares 80,000 $ 0 ( 2 ) 161,333 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Klein Thomas C/O XOMA CORPORATION 2910 SEVENTH STREET BERKELEY, CA94710 Chief Commercial Officer Signatures By: Russell J. Wood For: Thomas Klein 03/20/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These restricted stock units were granted on March 23, 2013 and are scheduled to vest in substantially equal installments on each of March 18, 2014, March 18, 2015, and March 18, 2016. ( 2 )Each restricted stock unit represents the right to receive, at settlement, one share of common stock. This nondiscretionary transaction represents the settlement of vested restricted stock units in shares of common stock. ( 3 )Shares sold on the open market to satisfy the minimum amount of taxes required to be withheld in connection with the vesting of the shares in a non-discretionary transaction pursuant to the reporting person's agreement under the Company's equity incentive plan. ( 4 )These restricted stock units were granted on March 18, 2013 and are scheduled to vest in substantially equal installments on each of March 18, 2014, March 18, 2015, and March 18, 2016.

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).

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