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: 14159, L.P. (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	360231	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrant (right to buy)	$1.76		Common Stock (174738)		Direct

Footnotes

F1: The securities of Xoma Corporation reported herein are held directly by 14159, L.P. ("14159"), a limited partnership the sole general partner of which is 14159 Capital, L.P., a limited partnership the sole general partner of which is 14159 Capital (GP), LLC. Julian C. Baker and Felix J. Baker are the controlling members of 14159 Capital (GP), LLC. Baker Bros. Advisors, LLC (the "Adviser") serves as the Investment Adviser to 14159. 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, 14159 and the general partner of 14159 entered into an amended and restated management agreement which gave the Adviser complete and unlimited discretion and authority with respect to 14159's investments and voting power over investments. The general partner of 14159 relinquished all discretion and authority with respect to 14159's 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, 14159 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 349,475 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.