X0303 4 2010-05-25 0 0000886163 LIGAND PHARMACEUTICALS INC LGND 0000808722 KNOTT DAVID M 485 UNDERHILL BLVD STE 205 SYOSSET NY 11791-3419 1 0 0 0 Common Stock 3131883 I By Knott Partners, L.P. Common Stock 1046230 I By Shoshone Partners, L.P. Common Stock 321800 I By Mulsanne Partners, L.P. Common Stock 2357528 I By Knott Partners Offshore Master Fund, L.P. Common Stock 62296 I By By Knott Partners Offshore (SRI) Fund Limited Common Stock 187990 I By Managed Accounts A Common Stock 4000 I By Managed Accounts C Common Stock 69500 I By Managed Accounts D Common Stock 15000 D Restricted Common Stock 2010-05-25 4 A 0 5000 0 A 5000 D Non-Qualified Stock Option (right to buy) 1.43 2010-05-25 4 A 0 15000 0 A 2011-05-25 Common Stock 15000 30000 D The restricted stock represented in Column I of Table I (i) represents, for each share thereof, a contingent right to receive one share of common stock of the Company, (ii) was acquired by a grant of the Board of Directors of the Company at their annual meeting on May 25, 2010, and (iii) vests in twelve successive equal monthly installments from the date of grant. The Reporting Person is the managing member of Knott Partners Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P., Knott Partners Offshore Master Fund, L.P. and Mulsanne Partners, L.P. and (ii) the managing general partner of Knott Partners, L.P. The Reporting Person is also a general partner of Knott Partners, L.P. The Reporting Person is the sole director and the president of Dorset Management Corporation, which (i) provides investment management services to Knott Partners Offshore (SRI) Fund Limited and (ii) separate institutional managed accounts (each, a "Managed Account"). As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control of the securities in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in securities in this entry as a result of a performance related fee. Except with respect to Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., and Shoshone Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized. Each of Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P., Knott Partners Offshore (SRI) Fund Limited, and each of the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party. The option represented in Column I of Table II (a) was acquired by a grant of the Board of Directors of the Company at their annual meeting on May 25, 2010, and (b) vests in twelve successive equal monthly installments upon completion of each calendar month of service from the date of grant. /s/ David M. Knott 2010-05-27