LIGAND PHARMACEUTICALS INC — Director's Dealing 2014

Oct 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIGAND PHARMACEUTICALS INC (LGND)
CIK: 0000886163
Period of Report: 2014-10-09

Reporting Person: KNOTT DAVID M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-09	Common Stock	A	4000	$43.0073	Acquired	69227	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	972100	Indirect
Common Stock	233361	Indirect
Common Stock	40796	Indirect
Common Stock	1666	Indirect
Common Stock	1843	Indirect

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"), and (b) the spouse of the immediate family member (the "Spouse").

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 over the securities in this entry. Except with respect to those securities held by the Spouse, the Reporting Person may be deemed indirectly to beneficially own the securities in this entry as a result of a performance related fee. Except with respect to the Reporting Person's beneficial interest in Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., and Shoshone Partners, L.P., the Reporting Person disclaims beneficial ownership of the securities beneficially owned by the Managed Account, except to the extent ultimately realized. Each of Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Shoshone Partners, L.P., the Managed Account and the Spouse disclaims beneficial ownership of securities reported as owned by any other party.

F4: These securities, as represented in Column 5, include a grant of (a) 333 restricted shares issued in lieu of one-half of the annual cash retainer at the Company's annual meeting of its shareholders on June 4, 2014 (the "2014 Meeting"), which shares are immediately vested, and (b) 1,151 restricted shares acquired by a grant of the Board of Directors of the Company at the 2014 Meeting, which shares will vest in full on the first anniversary of the grant date.