Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 10)1
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Ligand Pharmaceuticals Incorporated
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(Name of Issuer)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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53220K504
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(CUSIP Number)
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December 31, 2014
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 53220K504
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1
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NAME OF REPORTING PERSON
Biotechnology Value Fund, L.P.
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||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
139,486
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
139,486
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
139,486
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
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12
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TYPE OF REPORTING PERSON
PN
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2
CUSIP NO. 53220K504
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1
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NAME OF REPORTING PERSON
Biotechnology Value Fund II, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
72,323
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
72,323
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,323
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
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12
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TYPE OF REPORTING PERSON
PN
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3
CUSIP NO. 53220K504
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1
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NAME OF REPORTING PERSON
BVF Investments, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0 shares
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|
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6
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SHARED VOTING POWER
559,200
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
559,200
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
559,200
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.8%
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||
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12
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TYPE OF REPORTING PERSON
OO
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4
CUSIP NO. 53220K504
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1
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NAME OF REPORTING PERSON
Investment 10, L.L.C.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0 shares
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|
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6
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SHARED VOTING POWER
38,917
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
38,917
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,917
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
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12
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TYPE OF REPORTING PERSON
OO
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5
CUSIP NO. 53220K504
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1
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NAME OF REPORTING PERSON
MSI BVF SPV, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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|
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3
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SEC USE ONLY
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||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
50,137
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
50,137
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,137
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 1%
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12
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TYPE OF REPORTING PERSON
OO
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6
CUSIP NO. 53220K504
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1
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NAME OF REPORTING PERSON
BVF Partners L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
0 shares
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6
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SHARED VOTING POWER
860,063
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7
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SOLE DISPOSITIVE POWER
0 shares
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8
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SHARED DISPOSITIVE POWER
860,063
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,063
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
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12
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TYPE OF REPORTING PERSON
PN, IA
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7
CUSIP NO. 53220K504
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1
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NAME OF REPORTING PERSON
BVF Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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|
|
3
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SEC USE ONLY
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||
|
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
0 shares
|
|
|
6
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SHARED VOTING POWER
860,063
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||
|
7
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SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
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SHARED DISPOSITIVE POWER
860,063
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||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,063
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||
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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|
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
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||
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12
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TYPE OF REPORTING PERSON
CO
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8
CUSIP NO. 53220K504
|
1
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NAME OF REPORTING PERSON
Mark N. Lampert
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) x
(b) o
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3
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SEC USE ONLY
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||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
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SOLE VOTING POWER
0 shares
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|
|
6
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SHARED VOTING POWER
860,063
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||
|
7
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SOLE DISPOSITIVE POWER
0 shares
|
||
|
8
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SHARED DISPOSITIVE POWER
860,063
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||
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,063
|
||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
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|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4%
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||
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12
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TYPE OF REPORTING PERSON
IN
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||
9
CUSIP NO. 53220K504
|
Item 1(a).
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Name of Issuer:
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Ligand Pharmaceuticals Incorporated, a Delaware corporation (the “Issuer”).
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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11119 North Torrey Pines Road
Suite 200
La Jolla, CA 92037
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Item 2(a).
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Name of Person Filing
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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Item 2(c).
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Citizenship
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Biotechnology Value Fund, L.P. (“BVF”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
Biotechnology Value Fund II, L.P. (“BVF2”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
BVF Investments, L.L.C. (“BVLLC”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Delaware
Investment 10, L.L.C. (“ILL10”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Illinois
MSI BVF SPV, LLC (“MSI”)
c/o Magnitude Capital, LLC
601 Lexington Avenue, 59th Floor
New York, NY 10022
Citizenship: Delaware
BVF Partners L.P. (“Partners”)
900 North Michigan Avenue, Suite 1100
Chicago, Illinois 60611
Citizenship: Delaware
BVF Inc.
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: Delaware
10
CUSIP NO. 53220K504
Mark N. Lampert (“Mr. Lampert”)
1 Sansome Street, 30th Floor
San Francisco, California 94104
Citizenship: United States
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.001 per share (the “Common Stock”)
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Item 2(e).
|
CUSIP Number:
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53220K504
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Item 3.
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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/x/
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Not applicable.
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(a)
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/ /
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Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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/ /
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Bank as defined in Section 3(a)(6) of the Exchange Act.
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(c)
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/ /
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Insurance company as defined in Section 3(a)(19) of the Exchange Act.
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(d)
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/ /
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Investment company registered under Section 8 of the Investment Company Act.
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(e)
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/ /
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
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(f)
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/ /
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
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(g)
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/ /
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
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(h)
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/ /
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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/ /
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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/ /
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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(k)
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/ /
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Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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11
CUSIP NO. 53220K504
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Item 4.
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Ownership
|
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(a)
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Amount beneficially owned:
|
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As of the close of business on December 31, 2014, (i) BVF beneficially owned 139,486 shares of Common Stock, (ii) BVF2 beneficially owned 72,323 shares of Common Stock, (iii) BVLLC beneficially owned 559,200 shares of Common Stock, (iv) ILL10 beneficially owned 38,917 shares of Common Stock, and (v) MSI beneficially owned 50,137 shares of Common Stock.
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Partners, as the general partner of BVF and BVF2, the manager of BVLLC, and the investment adviser of each of ILL10 and MSI, may be deemed to beneficially own the 860,063 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, BVLLC, ILL10 and MSI.
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BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 860,063 shares of Common Stock beneficially owned by Partners.
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Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 860,063 shares of Common Stock beneficially owned by BVF Inc.
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The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2, BVLLC, ILL10 and MSI, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
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(b)
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Percent of class:
|
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The following percentages are based on 19,645,775 shares of Common Stock outstanding as of December 12, 2014, as disclosed in the Issuer’s Amendment to Annual Report on Form 10-K/A filed with the Securities and Exchange Commission (the “SEC”) on December 12, 2014.
|
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As of the close of business on December 31, 2014, (i) BVF beneficially owned less than 1% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned less than 1% of the outstanding shares of Common Stock, (iii) BVLLC beneficially owned approximately 2.8% of the outstanding shares of Common Stock, (iv) ILL10 beneficially owned less than 1% of the outstanding shares of Common Stock, (v) MSI beneficially owned less than 1% of the outstanding shares of Common Stock, and (vi) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 4.4% of the outstanding shares of Common Stock.
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(c)
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Number of shares as to which such person has:
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|
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(i)
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Sole power to vote or to direct the vote
|
|
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See Cover Pages Items 5-9.
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12
CUSIP NO. 53220K504
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(ii)
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Shared power to vote or to direct the vote
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See Cover Pages Items 5-9.
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(iii)
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Sole power to dispose or to direct the disposition of
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See Cover Pages Items 5-9.
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(iv)
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Shared power to dispose or to direct the disposition of
|
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See Cover Pages Items 5-9.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
|
See Exhibit 99.1 to Amendment No. 9 to Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on August 21, 2014.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10.
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Certifications.
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By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
13
CUSIP NO. 53220K504
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 17, 2015
|
BIOTECHNOLOGY VALUE FUND, L.P.
|
INVESTMENT 10, L.L.C.
|
|||
|
|
||||
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By:
|
BVF Partners L.P., its general partner
|
By:
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BVF Partners L.P., its investment adviser
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|||
|
By:
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/s/ Mark N. Lampert
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By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
Mark N. Lampert
|
|||
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President
|
President
|
|||
|
|
||||
|
|
||||
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BIOTECHNOLOGY VALUE FUND II, L.P.
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MSI BVF SPV, LLC
|
|||
|
|
||||
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By:
|
BVF Partners L.P., its general partner
|
By:
|
BVF Partners L.P., its investment adviser
|
|
|
By:
|
BVF Inc., its general partner
|
By:
|
BVF Inc., its general partner
|
|
|
|
|
|||
|
By:
|
/s/ Mark N. Lampert
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
Mark N. Lampert
|
|||
|
President
|
President
|
|||
|
|
|
|||
|
|
||||
|
BVF PARTNERS L.P.
|
BVF INC.
|
|||
|
|
|
|||
|
By:
|
BVF Inc., its general partner
|
By:
|
/s/ Mark N. Lampert
|
|
|
Mark N. Lampert
|
||||
|
By:
|
/s/ Mark N. Lampert
|
President
|
||
|
Mark N. Lampert
|
|
|||
|
President
|
|
|||
|
|
/s/ Mark N. Lampert
|
|||
|
|
MARK N. LAMPERT
|
|||
|
BVF INVESTMENTS, L.L.C.
|
||||
|
By:
|
BVF Partners L.P., its manager
|
|||
|
By:
|
BVF Inc., its general partner
|
|||
|
By:
|
/s/ Mark N. Lampert
|
|||
|
Mark N. Lampert
|
||||
|
President
|
||||
14