SEC FORM 4

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

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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^*

Sabba Stephen L

(Last)

(First)

(Middle)

DORSET MANAGEMENT CORP

485 UNDERHILL BLVD SUITE 205

(Street)

SYOSSET

11791

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIGAND PHARMACEUTICALS INC [ LGND ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Common Stock⁽¹⁾	11/19/2010		D		0⁽²⁾	D	$9.12	3,332	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)⁽¹⁾	$1.43	11/19/2010		D⁽³⁾			15,000	⁽⁴⁾	05/25/2020	Common Stock	15,000	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$8.58	11/19/2010		A⁽³⁾		2,500		⁽⁴⁾	05/25/2020	Common Stock	2,500	⁽³⁾	2,500	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$2.98	11/19/2010		D⁽³⁾			15,000	⁽⁴⁾	05/29/2019	Common Stock	15,000	⁽³⁾	0	D
Non-Qualified Stock Option (right to buy)⁽¹⁾	$17.88	11/19/2010		A⁽³⁾		2,500		⁽⁴⁾	05/29/2019	Common Stock	2,500	⁽³⁾	2,500	D

Explanation of Responses:

1. The securities represented in Column 5 of Table I and Column 9 of Table II reflect the Company's reverse stock split, at a ratio of one-for-six (the "Reverse Stock Split"). On November 19, 2010, as a result of the Reverse Stock Split, all previously issued certificates representing six outstanding shares of the Company's common stock (the "Old Shares") now represent one new share of the Company's common stock (the "New Common Stock").

2. The Company paid cash for any fractional shares resulting from the Reverse Stock Split. The Reporting Person had 1/3rd fractional share, for which he received $3.04.

3. The four reported entries reflect the effect of the Reverse Stock Split described in footnote 1, above, on previously issued outstanding options, resulting in the deemed cancellation of each of the "old" options and the concomitant grant of replacement options. The options in the first row of Table II were originally granted on May 25, 2010 and the options in the third row of Table II were originally granted on May 29, 2009.

4. The securities are currently vested and are fully exercisable.

Remarks:

Reporting on this transaction exempt from Section 16b treatment and described in Footnote 1 hereof was delayed because of delay in finalizing information from the Company regarding expiration dates for derivative securities being reported and the effect of such transaction.

	/s/ Stephen L. Sabba	06/06/2011
	** Signature of Reporting Person	Date
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