XOMA Royalty Corp — Director's Dealing 2021

May 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: XOMA Corp (XOMA)
CIK: 0000791908
Period of Report: 2021-05-19

Reporting Person: PERRY MATTHEW D (Director, See Explanation of Responses)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-19	Non-Qualified Stock Option (right to buy)	$31.04	A	5101	Acquired	2031-05-19	Common Stock (5101)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $0.0075 par value per share	11799	Direct
8.625% Series A Cumulative Perpetual Preferred Stock	200000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$21.27	2030-05-20	Common Stock (6152)	6152	Direct
Non-Qualified Stock Option (right to buy)	$15.59	2029-05-16	Common Stock (8167)	8167	Direct
Non-Qualified Stock Option (right to buy)	$25.16	2028-05-17	Common Stock (5052)	5052	Direct
Non-Qualified Stock Option (right to buy)	$4.67	2027-03-02	Common Stock (15222)	15222	Direct

Footnotes

F1: The Reporting Person may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.

F2: The shares subject to this option shall vest and become exercisable in equal monthly installments over the 12-month period following the date of grant (May 19, 2021), provided that the final installment will occur on the earlier of (i) the date of the next annual meeting of the Company's stockholders or (ii) the first anniversary of the date of grant of such option.

F3: All of the shares subject to this option vested and became exercisable in twelve equal monthly installments. As of May 20, 2021, these options are fully exercisable.

F4: All of the shares subject to this option vested and became exercisable in twelve equal monthly installments. As of May 16, 2020, these options are fully exercisable.

F5: These options were acquired pursuant to a grant of stock options under the Amended and Restated XOMA Corporation 2010 Long Term Incentive and Stock Award Plan (the "Plan") and were scheduled to vest and become exercisable on the one-year anniversary of the grant date of May 17, 2018. As of May 17, 2019, these options are fully exercisable.

F6: These options were acquired pursuant to the Plan, and were exercisable in twelve equal monthly installments, beginning one month from the vesting commencement date, which was February 15, 2017. As of February 15, 2018, these options are fully exercisable.

F7: Mr. Perry purchased 200,000 shares of the Issuer's 8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share and liquidation preference of $25.00 per share (the "Series A Preferred Stock"), in the Issuer's public offering at the public offering price of $25.00 per share. The terms of the Series A Preferred Stock are set forth in the Certificate of Designation of the 8.625% Series A Cumulative Perpetual Preferred Stock of the Issuer (the "Certificate of Designation"). Investors in the Series A Preferred Stock generally will have no voting rights, but will have limited voting rights if the Issuer fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events.