LIGAND PHARMACEUTICALS INC — Director's Dealing 2012

Sep 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIGAND PHARMACEUTICALS INC (LGND)
CIK: 0000886163
Period of Report: 2012-08-31

Reporting Person: KNOTT DAVID M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-31	Common Stock	J	41583	—	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	972100	Indirect
Common Stock	264661	Indirect
Common Stock	331396	Indirect
Common Stock	1666	Indirect
Common Stock	59425	Direct

Footnotes

F1: The Reporting Person is the managing member of Knott Partners Management, LLC, which is (a) the sole general partner of Shoshone Partners, L.P., and Knott Partners Offshore Master Fund, L.P. and (b) the managing general partner of Knott Partners, L.P. The Reporting Person is also a general partner of Knott Partners, L.P.

F2: The Reporting Person is the sole director and the president of Dorset Management Corporation, which provides investment management services to separate institutional managed accounts (each, a "Managed Account").

F3: As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control of the securities in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in securities in this entry as a result of a performance related fee. Except with respect to Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., and Shoshone Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized.

F4: Each of Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Shoshone Partners, L.P., and each of the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party.

F5: There was no sale or purchase of the shares of Common Stock described in Column 4 of Table I for Managed Account D. The transaction reported merely reflects that the investment management services referred to in footnote 2 are no longer provided by Dorset Management Corporation to Managed Account D. Consequently, the Reporting Person has neither any investment discretion nor any control with respect to securities included in Managed Account D. Managed Account D disclaims beneficial ownership of securities reported as owned by any other party.