SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Espinoza Octavio (Last) (First) (Middle) 3911 SORRENTO VALLEY BOULEVARD, SUITE 110 (Street) SAN DIEGO CA 92121 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/01/2022	3. Issuer Name and Ticker or Trading Symbol LIGAND PHARMACEUTICALS INC [ LGND ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,553(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	08/01/2026	Common Stock	1,883	$80.72	D
Employee Stock Option (right to buy)	(2)	02/24/2027	Common Stock	1,932	$58.49	D
Employee Stock Option (right to buy)	(2)	03/02/2028	Common Stock	3,057	$92.65	D
Employee Stock Option (right to buy)	(3)	02/01/2029	Common Stock	2,074	$70.04	D
Employee Stock Option (right to buy)	(4)	02/01/2029	Common Stock	546	$70.04	D
Employee Stock Option (right to buy)	(5)	02/11/2029	Common Stock	3,348	$68.74	D
Employee Stock Option (right to buy)	(6)	02/11/2029	Common Stock	145	$68.74	D
Employee Stock Option (right to buy)	(7)	02/13/2030	Common Stock	2,869	$55.75	D
Employee Stock Option (right to buy)	(8)	02/13/2030	Common Stock	799	$55.75	D
Employee Stock Option (right to buy)	(9)	10/01/2030	Common Stock	7,171	$57.22	D
Employee Stock Option (right to buy)	(10)	10/01/2030	Common Stock	691	$57.22	D
Employee Stock Option (right to buy)	(11)	02/03/2031	Common Stock	4,186	$103.42	D
Employee Stock Option (right to buy)	(12)	02/03/2031	Common Stock	181	$103.42	D
Employee Stock Option (right to buy)	(13)	05/05/2032	Common Stock	21,201	$52.84	D
Employee Stock Option (right to buy)	(14)	05/05/2032	Common Stock	2,166	$52.84	D

Explanation of Responses:

1. Includes 7,121 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and does not expire.

2. The stock option is fully vested and exercisable.

3. The stock option vests and is exercisable as to approximately 16% of the underlying shares on August 1, 2019, approximately 74% of the underlying shares in 28 substantially equal monthly installments beginning on September 1, 2019, and approximately 10% of the underlying shares in 12 substantially equal monthly installments thereafter.

4. The stock option vests in 14 substantially equal monthly installments beginning on January 1, 2022.

5. The stock option vests and is exercisable as to approximately 13% of the underlying shares on August 11, 2019, and the remaining of the underlying shares in 40 substantially equal monthly installments thereafter.

6. The stock option vests as to 50% of the underlying shares on January 11, 2023 and as to the remaining on February 11, 2023.

7. The original grant of 4,039 stock options vests and is exercisable as to approximately 15% of the underlying shares on August 13, 2020, approximately 70% of the underlying shares in 28 substantially equal monthly installments beginning on September 13, 2020, and approximately 15% of the underlying shares in 12 substantially equal monthly installments thereafter.

8. The stock option vests as to approximately 74.5% of the underlying shares in 12 substantially equal monthly installments beginning on January 13, 2023, and approximately 25.5% of the underlying shares in two substantially equal monthly installments thereafter.

9. The stock option vests and is exercisable as to approximately 14% of the underlying shares on April 1, 2021, approximately 73% of the underlying shares in 32 substantially equal monthly installments on May 5, 2021, and approximately 13% of the underlying shares in 10 substantially equal monthly installments thereafter.

10. The stock option vests in 10 substantially similar monthly installments beginning on January 1, 2024.

11. The stock option is vested and exercisable as to approximately 13% of the underlying shares August 3, 2021, and the remaining of the underlying shares in 40 substantially equal monthly installments thereafter.

12. The stock option vests as to 50% of the underlying shares on January 3, 2025 and as to the remaining on February 3, 2025.

13. The stock option vests and is exercisable as to approximately 14% of the underlying shares on August 5, 2022, approximately 64% of the underlying shares in 28 substantially equal monthly installments beginning on September 5, 2022, and approximately 22% of the underlying shares in 12 substantially equal monthly installments thereafter.

14. The stock option vests as to approximately 55% of the underlying shares in 12 substantially equal monthly installments beginning on January 5, 2025, and approximately 45% of the underlying shares in two substantially equal monthly installments thereafter.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Andrew Reardon, Attorney-in-Fact	11/07/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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