Sec Form 3 Filing - Espinoza Octavio @ LIGAND PHARMACEUTICALS INC - 2022-11-01

FORM 3 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Espinoza Octavio 2. Issuer Name and Ticker or Trading Symbol LIGAND PHARMACEUTICALS INC [ LGND] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 3911 SORRENTO VALLEY BOULEVARD,, SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2022 (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 10,553( 1 ) 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 Employee Stock Option (right to buy) $ 80.72 ( 2 ) 08/01/2026 Common Stock 1,883 D Employee Stock Option (right to buy) $ 58.49 ( 2 ) 02/24/2027 Common Stock 1,932 D Employee Stock Option (right to buy) $ 92.65 ( 2 ) 03/02/2028 Common Stock 3,057 D Employee Stock Option (right to buy) $ 70.04 ( 3 ) 02/01/2029 Common Stock 2,074 D Employee Stock Option (right to buy) $ 70.04 ( 4 ) 02/01/2029 Common Stock 546 D Employee Stock Option (right to buy) $ 68.74 ( 5 ) 02/11/2029 Common Stock 3,348 D Employee Stock Option (right to buy) $ 68.74 ( 6 ) 02/11/2029 Common Stock 145 D Employee Stock Option (right to buy) $ 55.75 ( 7 ) 02/13/2030 Common Stock 2,869 D Employee Stock Option (right to buy) $ 55.75 ( 8 ) 02/13/2030 Common Stock 799 D Employee Stock Option (right to buy) $ 57.22 ( 9 ) 10/01/2030 Common Stock 7,171 D Employee Stock Option (right to buy) $ 57.22 ( 10 ) 10/01/2030 Common Stock 691 D Employee Stock Option (right to buy) $ 103.42 ( 11 ) 02/03/2031 Common Stock 4,186 D Employee Stock Option (right to buy) $ 103.42 ( 12 ) 02/03/2031 Common Stock 181 D Employee Stock Option (right to buy) $ 52.84 ( 13 ) 05/05/2032 Common Stock 21,201 D Employee Stock Opti on (right to buy) $ 52.84 ( 14 ) 05/05/2032 Common Stock 2,166 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Espinoza Octavio 3911 SORRENTO VALLEY BOULEVARD, SUITE 110 SAN DIEGO, CA92121 Chief Financial Officer Signatures /s/ Andrew Reardon, Attorney-in-Fact 11/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 7,121 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and does not expire. ( 2 )The stock option is fully vested and exercisable. ( 3 )The stock option vests and is exercisable as to approximately 16% of the underlying shares on August 1, 2019, approximately 74% of the underlying shares in 28 substantially equal monthly installments beginning on September 1, 2019, and approximately 10% of the underlying shares in 12 substantially equal monthly installments thereafter. ( 4 )The stock option vests in 14 substantially equal monthly installments beginning on January 1, 2022. ( 5 )The stock option vests and is exercisable as to approximately 13% of the underlying shares on August 11, 2019, and the remaining of the underlying shares in 40 substantially 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 original grant of 4,039 stock options vests and is exercisable as to approximately 15% of the underlying shares on August 13, 2020, approximately 70% of the underlying shares in 28 substantially equal monthly installments beginning on September 13, 2020, and approximately 15% of the underlying shares in 12 substantially equal monthly installments thereafter. ( 8 )The stock option vests as to approximately 74.5% of the underlying shares in 12 substantially equal monthly installments beginning on January 13, 2023, and approximately 25.5% of the underlying shares in two substantially equal monthly installments thereafter. ( 9 )The stock option vests and is exercisable as to approximately 14% of the underlying shares on April 1, 2021, approximately 73% of the underlying shares in 32 substantially equal monthly installments on May 5, 2021, and approximately 13% of the underlying shares in 10 substantially equal monthly installments thereafter. ( 10 )The stock option vests in 10 substantially similar monthly installments beginning on January 1, 2024. ( 11 )The stock option is vested and exercisable as to approximately 13% of the underlying shares August 3, 2021, and the remaining of the underlying shares in 40 substantially equal monthly installments thereafter. ( 12 )The stock option vests as to 50% of the underlying shares on January 3, 2025 and as to the remaining on February 3, 2025. ( 13 )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. ( 14 )The stock option vests as to approximately 55% of the underlying shares in 12 substantially equal monthly installments beginning on January 5, 2025, and approximately 45% of the underlying shares in two substantially equal monthly installments thereafter.

Remarks: Exhibit 24 - Power of Attorney.

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.