Sec Form 4 Filing - LIGAND PHARMACEUTICALS INC @ Viking Therapeutics, Inc. - 2017-07-13

Insider filing report for Changes in Beneficial Ownership
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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
LIGAND PHARMACEUTICALS INC
2. Issuer Name and Ticker or Trading Symbol
Viking Therapeutics, Inc. [ VKTX]
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)
3911 SORRENTO VALLEY BOULEVARD, SUITE 11
3. Date of Earliest Transaction (MM/DD/YY)
07/13/2017
(Street)
SAN DIEGO, CA92121
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 Stock 09/25/2018 S 262,881 D $ 19.1503 ( 1 ) 6,038,083 ( 2 ) D
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
Convertible Note (convertible into Common Stock) ( 3 ) 07/13/2017 J( 4 ) 38,630 ( 5 ) ( 5 ) Common Stock ( 3 ) $ 38,630 1,916,509 D
Convertible Note (convertible into Common Stock) ( 3 ) 05/21/2018 J( 6 ) 1,916,509 ( 5 ) ( 5 ) Common Stock ( 3 ) $ 1,916,509 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LIGAND PHARMACEUTICALS INC
3911 SORRENTO VALLEY BOULEVARD, SUITE 11
SAN DIEGO, CA92121
X
Signatures
/s/ Charles S. Berkman 09/27/2018
Signature of Reporting Person Date
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 $19.00 to $19.74, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 2 )Includes 882,474 shares of Common Stock held by Metabasis Therapeutics, Inc., a wholly owned subsidiary of the Reporting Person.
( 3 )The Convertible Notes were repurchased in full by the Issuer on May 23, 2018. The Convertible Notes were convertible at a price per share equal to the lesser of (1) (x) if the conversion occurs within 180 days of April 13, 2016, $1.25, or (y) if the conversion occurs after October 10, 2016, the volume weighted average closing price of the Common Stock, as reported by The Nasdaq Stock Market LLC, for the thirty (30) consecutive trading days ending on the last trading date immediately preceding the date of conversion, and (2) $8.00 (as adjusted for any and all stock dividends, stock splits, stock combinations or other similar transactions).
( 4 )Represents repayment by the Issuer of the Convertible Notes.
( 5 )The Convertible Note was convertible on or after May 21, 2018 (the "Maturity Date"). In addition, prior to the Maturity Date, the Issuer has the option to prepay part of all of the outstanding Convertible Notes in which case the Reporting Person has the option to receive the prepayment in cash or shares of Common Stock, subject to certain conditions.
( 6 )Represents repayment in full by the Issuer of the Convertible Notes.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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