SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RUBIN PAUL D (Last) (First) (Middle) C/O XOMA CORPORATION 2910 SEVENTH STREET (Street) BERKELEY CA 94710 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol XOMA Corp [ XOMA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. VP Clinical Dev. & CMO
	3. Date of Earliest Transaction (Month/Day/Year) 03/18/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	03/18/2014(1)		M		12,142	A	$0(2)	84,163	D
Common Shares	03/18/2014		S		4,661	D	$6.316(3)	79,502	D
Common Shares	03/18/2014(4)		M		18,205	A	$0(2)	97,707	D
Common Shares	03/18/2014		S		6,988	D	$6.316(3)	90,719	D
Common Shares	03/18/2014(5)		M		6,000	A	$3.04	96,719	D
Common Shares	03/18/2014(5)		S		6,000	D	$6.308(6)	90,719	D
Common Shares								5,310	I	by 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Share Option (right to buy)	$3.04	03/18/2014		M			6,000	(7)	05/31/2021	Common Shares	6,000	$3.04	92,040	D
Restricted Stock Units	$0(2)	03/18/2014		M			12,142	03/18/2014(1)	03/18/2016	Common Shares	12,142	$0(2)	24,282	D
Restricted Stock Units	$0(2)	03/18/2014		M			18,205	03/18/2014(4)	(4)	Common Shares	18,205	$0(2)	18,205	D

Explanation of Responses:

1. These restricted stock units were granted on February 28, 2013 and are scheduled to vest in substantially equal installments on each of March 18, 2014, March 18, 2015, and March 18, 2016.

2. Each restricted stock unit represents the right to receive, at settlement, one share of common stock. This nondiscretionary transaction represents the settlement of vested restricted stock units in shares of common stock.

3. Shares sold on the open market to satisfy the minimum amount of taxes required to be withheld in connection with the vesting of the shares in a non-discretionary transaction pursuant to the reporting person's agreement under the Company's equity incentive plan.

4. These restricted stock units are scheduled to vest in substantially equal installments annually over three years, with the first installment vesting on March 18, 2013.

5. This transaction was made pursuant to Rule 10b5-1 trading plan adopted by the reporting person on 3/20/2013.

6. This transaction was executed in multiple trades ranging at prices from $6.16 to $6.41.The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Company or a security holder of the Company full information regarding the number of shares and prices at which the transactions were effected.

7. Incentive Stock Option exercisable in conjunction with matching Non-Qualified Stock Option as to (a) 25% of the option shares upon the first anniversary of the date of grant, and (b) the remaining 75% of the option shares in thirty-six (36) equal and consecutive monthly installments beginning one year and one month after the date of grant.

	By: Russell J. Wood For: Paul D. Rubin	03/20/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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