X0306 4 2013-11-13 0 0000791908 XOMA Corp XOMA 0001416176 Varian John C/O XOMA CORPORATION 2910 SEVENTH STREET BERKELEY CA 94710 1 1 0 0 CEO Common Shares 2013-11-13 4 M 0 4498 0 A 107504 D Common Shares 2013-11-13 4 S 0 2455 3.913 D 105049 D Common Shares 2013-11-13 4 M 0 96167 0 A 201216 D Common Shares 2013-11-13 4 S 0 52477 3.9128 D 148739 D Common Shares 2013-11-15 4 M 0 10000 1.24 A 158739 D Common Shares 2013-11-15 4 S 0 10000 4.1329 D 148739 D Common Shares 13797 I by 401(k) Incentive Share Option (right to buy) 1.24 2013-11-15 4 M 0 10000 1.24 D 2022-01-04 Common Shares 10000 260392 D Restricted Stock Units 0 2013-11-13 4 M 0 4498 0 D 2012-11-13 2015-08-14 Common Shares 4498 184649 D Restricted Stock Units 0 2013-11-13 4 M 0 96167 0 D 2012-11-13 2015-08-14 Common Shares 96167 88482 D These restricted stock units were granted on October 27, 2011 and are scheduled to vest in substantially equal installments on each of November 13, 2012, November 13, 2013 and November 14, 2014. Each restricted stock unit represents the right to receive, upon vesting, one share of common stock. This nondiscretionary transaction represents the vesting of restricted stock units as shares of common stock. Shares sold on the open market to satisfy the maximum amount of taxes that may be 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. These restricted stock units were granted on January 4, 2012 and are scheduled to vest in substantially equal installments on each of November 13, 2012, November 13, 2013 and November 14, 2014. This transaction was made pursuant to Rule 10b5-1 trading plan adopted by the reporting person on 3/20/2013. This transaction was executed in multiple trades ranging at prices from $4.08 to $4.16.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. Incentive Stock Option exercisable in conjunction with matching Non-Qualified Stock Option as to forty-eight (48) equal and consecutive monthly installments beginning one month after the date of grant. By: Russell J. Wood For: John Varian 2013-11-15