Sec Form 4 Filing - BVF PARTNERS L P/IL @ LIGAND PHARMACEUTICALS INC - 2014-02-18

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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
BVF PARTNERS L P/IL
2. Issuer Name and Ticker or Trading Symbol
LIGAND PHARMACEUTICALS INC [ LGND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O GROSVENOR CAPITAL MANAGEMENT, 900 N. MICHIGAN AVENUE, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2014
(Street)
CHICAGO, IL60611
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 Stock, $0.001 par value ( 1 ) 02/18/2014 S 16,915 D $ 74.6561 307,921 I ( 2 ) By Biotechnology Value Fund, L.P.
Common Stock, $0.001 par value ( 1 ) 02/18/2014 S 16,331 D $ 74.6561 174,636 I ( 3 ) By Biotechnology Value Fund II, L.P.
Common Stock, $0.001 par value ( 1 ) 02/18/2014 S 153,751 D $ 74.6561 1,855,083 I ( 4 ) By BVF Investments, L.L.C. ( 5 )
Common Stock, $0.001 par value ( 1 ) 02/18/2014 S 14,003 D $ 74.6561 87,520 I ( 6 ) By Investment 10, L.L.C.
Common Stock, $0.001 par value ( 1 ) 02/19/2014 S 9,464 D $ 73.0333 298,457 I ( 2 ) By Biotechnology Value Fund, L.P.
Common Stock, $0.001 par value ( 1 ) 02/19/2014 S 5,395 D $ 73.0333 169,241 I ( 3 ) By Biotechnology Value Fund II, L.P.
Common Stock, $0.001 par value ( 1 ) 02/19/2014 S 57,370 D $ 73.0333 1,797,713 I ( 4 ) By BVF Investments, L.L.C. ( 5 )
Common Stock, $0.001 par value ( 1 ) 02/19/2014 S 2,771 D $ 73.0333 84,749 I ( 6 ) By Investment 10, L.L.C.
Common Stock, $0.001 par value ( 1 ) 02/20/2014 S 18,615 D $ 73.0479 279,842 I ( 2 ) By Biotechnology Value Fund, L.P.
Common Stock, $0.001 par value ( 1 ) 02/20/2014 S 10,557 D $ 73.0479 158,684 I ( 3 ) By Biotechnology Value Fund II, L.P.
Common Stock, $0.001 par value ( 1 ) 02/20/2014 S 112,369 D $ 73.0479 1,685,344 I ( 4 ) By BVF Investments, L.L.C. ( 5 )
Common Stock, $0.001 par value ( 1 ) 02/20/2014 S 5,359 D $ 73.0479 79,390 I ( 6 ) By Investment 10, L.L.C.
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BVF PARTNERS L P/IL
C/O GROSVENOR CAPITAL MANAGEMENT
900 N. MICHIGAN AVENUE, SUITE 1100
CHICAGO, IL60611
X
BIOTECHNOLOGY VALUE FUND L P
900 N. MICHIGAN AVENUE, SUITE 1100
CHICAGO, IL60611
See Explanation of Responses
BIOTECHNOLOGY VALUE FUND II LP
C/O GROSVENOR CAPITAL MANAGEMENT
900 N. MICHIGAN AVENUE, SUITE 1100
CHICAGO, IL60611
See Explanation of Responses
BVF INVESTMENTS LLC
C/O GROSVENOR CAPITAL MANAGEMENT
900 N. MICHIGAN AVENUE, SUITE 1100
CHICAGO, IL60611
See Explanation of Responses
INVESTMENT 10 LLC
C/O GROSVENOR CAPITAL MANAGEMENT LP
900 N. MICHIGAN AVENUE, SUITE 1100
CHICAGO, IL60611
See Explanation of Responses
BVF INC/IL
C/O GROSVENOR CAPITAL MANAGEMENT
900 N. MICHIGAN AVENUE, SUITE 1100
CHICAGO, IL60611
X
LAMPERT MARK N
ONE SANSOME STREET
31ST FLOOR
SAN FRANCISCO, CA94104
X
Signatures
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 02/20/2014
Signature of Reporting Person Date
Biotechnology Value Fund, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 02/20/2014
Signature of Reporting Person Date
Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 02/20/2014
Signature of Reporting Person Date
BVF Investments, L.L.C., By: BVF Partners L.P., its manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 02/20/2014
Signature of Reporting Person Date
Investment 10, L.L.C., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 02/20/2014
Signature of Reporting Person Date
BVF Inc., By: /s/ Mark N. Lampert, President 02/20/2014
Signature of Reporting Person Date
/s/ Mark N. Lampert 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), BVF Investments, L.L.C. ("BVLLC"), Investment 10, L.L.C. ("ILL10"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert. (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.
( 2 )Shares of Common Stock owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the shares of Common Stock owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the shares of Common Stock owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the shares of Common Stock owned directly by BVF.
( 3 )Shares of Common Stock owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the shares of Common Stock owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the shares of Common Stock owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the shares of Common Stock owned directly by BVF2.
( 4 )Shares of Common Stock owned directly by BVLLC. As the manager of BVLLC, Partners may be deemed to beneficially own the shares of Common Stock owned directly by BVLLC. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the shares of Common Stock owned directly by BVLLC. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the shares of Common Stock owned directly by BVLLC.
( 5 )Pursuant to the operating agreement of BVLLC, Partners is authorized, among other things, to invest the contributed capital of Samana Capital, L.P., the majority member of BVLLC, in the Common Stock and other securities of the Issuer and to vote, exercise or convert and dispose of such securities and is entitled to receive fees based on assets under management and, subject to certain exceptions, allocations based on realized and unrealized gains on such assets.
( 6 )Shares of Common Stock owned directly by ILL10. As the investment adviser of ILL10, Partners may be deemed to beneficially own the shares of CommonStock owned directly by ILL10. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the shares ofCommon Stock owned directly by ILL10. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the shares of Common Stockowned directly by ILL10.

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