Sec Form 13G Filing - Knott David M filing for LIGAND PHARMACEUTICALS INC (LGND) - 2018-02-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 

1.

Names of Reporting Persons
David M. Knott

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

x

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
863,657

6.

Shared Voting Power
1,843

7.

Sole Dispositive Power
863,657

8.

Shared Dispositive Power
1,843

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
865,500

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
4.1%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer

(b)

Address of Issuer’s Principal Executive Offices
3911 SORRENTO VALLEY BLVD, SUITE 110, SAN DIEGO CA 92121

Item 2.

(a)

Name of Person Filing

(b)

Address of Principal Business Office or, if none, Residence

(c)

Citizenship

(d)

Title of Class of Securities

(e)

CUSIP Number
53220K504

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

Item 5.

Ownership of Five Percent or Less of a Class

This statement reflects the fact that as of the date hereof the following Reporting Person ceased to be the beneficial owner of more than five percent of the class of securities, as reported on Rows 5 through 9 and 11 on page 2: David M. Knott

The aggregate number of securities reported by Mr. Knott and Dorset in each of Rows 5 through 9 and 11 on page 2 of this Schedule 13G do not include 62,385 directors’ shares held by Dr. Stephen Sabba, of which 35,400 are shares of Common Stock underlying directors’ stock options as awarded to Dr. Sabba and as have vested as of the date of this filing.  Mr. Knott does not have nor does he share with Dr. Sabba the power to dispose of or to vote such shares owned by Dr. Sabba.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

Item 10.

Certification

February 13, 2018

Date

/s/David M. Knott

Signature

David M. Knott

Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).