LIGAND PHARMACEUTICALS INC — Director's Dealing 2012

Jun 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIGAND PHARMACEUTICALS INC (LGND)
CIK: 0000886163
Period of Report: 2012-05-31

Reporting Person: KNOTT DAVID M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-31	Common Stock	A	4721	$0.00	Acquired	59425	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-31	Non-Qualified Stock Option (right to buy)	$12.53	A	7335	Acquired	2022-05-31	Common Stock (7335)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	972100	Indirect
Common Stock	264661	Indirect
Common Stock	331396	Indirect
Common Stock	1666	Indirect
Common Stock	41583	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$10.12	2021-06-01	Common Stock (7335)	7335	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. 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.

F4: These securities, as represented in Columns 4 and 5, represent (a) 1,796 restricted shares issued in lieu of annual cash retainer at the Company's annual meeting of its shareholders on May 31, 2012 (the "2012 Meeting"), which shares are immediately vested, and (b) 2,925restricted shares acquired by a grant of the Board of Directors of the Company at the 2012 Meeting, which shares will vest in full on the first anniversary of the grant date.

F5: These securities, as represented in Column 5, were acquired by a grant of 7,335 shares by the Board of Directors of the Company at the 2012 Meeting. That grant vests in full on the first anniversary of the grant date or immediately (x) upon a change in control or a hostile takeover of the Company or (y) the death or permanent disability of the grantee if still serving at that time.

F6: These securities were previously reported on a Form 4 for this Reporting Person filed on June 6, 2011, and are included on this Form 4 only to report that they are now fully vested and exercisable.