XOMA Royalty Corp — Director's Dealing 2012

Jul 23, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: XOMA Corp (XOMA)
CIK: 0000791908
Period of Report: 2012-07-19

Reporting Person: Baker Brothers Life Sciences LP (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13606093	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrant (right to buy)	$1.76		Common Stock (6608225)		Direct

Footnotes

F1: The securities of Xoma Corporation reported herein are held directly by Baker Brothers Life Sciences, L.P. ("Life Sciences"), a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital, L.P., a limited partnership the sole general partner of which is Baker Brothers Life Sciences Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of Baker Brothers Life Sciences Capital (GP), LLC. Baker Bros. Advisors, LLC (the "Adviser") serves as the Investment Adviser to Life Sciences. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest. On April 12, 2012, the Adviser, Life Sciences and the general partner of Life Sciences entered into an amended and restated management agreement which gave the Adviser complete and unlimited discretion and authority with respect to Life Sciences' investments and voting power over investments. The general partner of Life Sciences relinquished all discretion and authority with respect to Life Sciences' investments and voting power over investments. Julian C. Baker and Felix J. Baker each may be deemed to control the Adviser and to indirectly beneficially own the shares beneficially owned by it. Julian C. Baker and Felix J. Baker disclaim beneficial ownership of these securities, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Felix J. Baker or Julian C. Baker is the beneficial owner of the above referenced securities for purposes of Section 16 or for any other purpose. The shares reported herein have been previously reported by Felix J. Baker, Julian C. Baker and the Adviser in their own Section 16 reports. In the future, Life Sciences may jointly file Section 16 reports with Julian C. Baker, Felix J. Baker and the Adviser.

F2: Exercisable immediately

F3: Expiration date is five years from the date of Issuance

F4: Represents 13,216,449 warrant shares each of which is exercisable for .5 shares of the Issuer's common stock at an exercise price of $1.76 per share.