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)
06/01/2011

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)
Common Stock⁽¹⁾⁽²⁾⁽³⁾	06/01/2011		J		7,372	A	⁽⁴⁾	10,704	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⁾⁽⁵⁾⁽⁶⁾	$10.12	06/01/2011		A		7,335		⁽⁶⁾	06/01/2021	Common Stock	7,335	$0	7,335	D
Non-Qualified Stock Option (right to buy)⁽¹⁾⁽⁵⁾⁽⁶⁾	$1.43							⁽⁷⁾	05/25/2020	Common Stock	2,500		2,500	D
Non-Qualified Stock Option (right to buy)⁽¹⁾⁽⁵⁾⁽⁶⁾	$2.98							⁽⁷⁾	05/29/2019	Common Stock	2,500		2,500	D

Explanation of Responses:

1. The stock represented in Column 5 of Table I and Column 9 of Table II reflects the Company's 6:1 reverse stock split on November 19, 2010 (the "Reverse Stock Split"), reported on a Form 4 filed today.

2. Of these securities, as represented in Column 5: (a) 3,332 shares were acquired by a grant of 833 shares by the Board of Directors of the Company at each of the Company's annual meetings of shareholders on May 25, 2010 and May 29, 2009. Those grants vested in twelve successive equal monthly installments from the date of grant or immediately (x) upon a change in control or a hostile takeover of the Company or (y) the death or permanent disability of the grantee if still serving at that time. (cont. fn 3)

3. Previous filings originally reporting these grants on Forms 4 filed May 27, 2010 and March 11, 2010 (with respect to the shares granted in 2010 and 2009, respectively) failed to report the vesting schedule accurately; (b) 2,925 shares were acquired by a grant by the Board of Directors of the Company at the Company's annual meeting of its shareholders on June 1, 2011 (the "2011 Meeting") and will vest on the first anniversary of the date of grant or immediately (x) upon a change in control or a hostile takeover of the Company or (y) the death or permanent disability of the grantee if still serving at that time; and (c) in lieu of receiving at the 2011 Annual Meeting the annual cash retainer paid to directors of the Company, 4,447 shares were acquired directly from the Company at a price of $10.12 per share.

4. Of the securities reported in this Column 4 under Number of Securities, only 4,447 shares were acquired at a price of $10.12 per share.

5. Of these securities, as represented in Column 9: (a) 2,500 were acquired by a grant of the Board of Directors of the Company at each of the Company's annual meetings of shareholders on May 25, 2010 and May 29, 2009. The options vested in twelve successive equal monthly installments from the date of grant, and vested immediately (x) upon a change in control or a hostile takeover of the Company or (y) the death or permanent disability of the grantee if still serving at that time. (cont. fn 6)

6. Previous filings originally reporting these grants on Forms 4 filed May 27, 2010 and March 11, 2010 (with respect to the securities granted in 2010 and 2009, respectively) failed to report the vesting schedule and the date of expiration accurately; and (b) 7,335 were acquired by a grant by the Board of Directors of the Company at the 2011 Meeting and will vest on the first anniversary of the date of grant or immediately (x) upon a change in control or a hostile takeover of the Company or (y) the death or permanent disability of the grantee if still serving at that time.

7. This option is currently exercisable.

Remarks:

This filing reflects corrections to vesting schedule for and the characterization of certain of the securities set forth in the Tables and the footnotes from earlier filings, particularly as described in footnotes 2, 3, 5 and 6 herein. As the result of delay in confirming information from the Company regarding the information described herein, there was delay in filing this Form 4.

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