Director at XOMA Royalty Corp (XOMA) exits holdings in $39 Ligand buyout
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Natasha Hernday, a director of XOMA Royalty Corp, reported dispositions and restructuring of her equity in connection with XOMA’s merger with Ligand Pharmaceuticals. She reported the disposition of 4,000 shares of 8.625% Series A Cumulative Perpetual Preferred Stock and a restructuring transaction involving 9,304 common shares, after which she reported holding zero common shares and preferred shares. She also reported issuer dispositions of multiple stock options covering tens of thousands of underlying common shares. Under the merger terms, each common share generally converted into the right to receive $39.00 in cash per share plus contingent value rights, while preferred shares were redeemed with accrued dividends and certain stock options were either cashed out for cash plus contingent value rights or cancelled with no consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Hernday Natasha
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 13,251 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 5,101 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 8,996 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 10,967 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 4,881 | $0.00 | -- |
| Other | Common Stock | 9,304 | -- | -- |
| Disposition | 8.625% Series A Cumulative Perpetual Preferred Stock | 4,000 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct);
8.625% Series A Cumulative Perpetual Preferred Stock — 0 shares (Direct)
Footnotes (1)
- Disposed of pursuant to the Agreement and Plan of Merger, dated April 27, 2026, as amended by Amendment No. 1 to the Agreement and Plan of Merger on May 16, 2026 (as amended, the "Merger Agreement"), by and among XOMA Royalty Corporation (the "Issuer"), Ligand Pharmaceuticals Incorporated ("Parent"), Flex Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), and XOMA Royalty Holdings Corporation ("HoldCo"). Pursuant to the Merger Agreement, on July 14, 2026, the Issuer effected a holding company reorganization, and Merger Sub merged with and into HoldCo (the "Merger"), with HoldCo surviving the Merger as a wholly-owned subsidiary of Parent. Unless context otherwise requires, all references in this Form 4 to the "Issuer" refer to HoldCo, which assumed all obligations of the Issuer under the Merger Agreement. At the time the Merger became effective (the "Effective Time"), pursuant to the Merger Agreement, each issued and outstanding share of common stock, par value $0.0075 per share, of the Issuer (the "Shares") (other than certain Shares cancelled pursuant to the Merger Agreement and Dissenting Shares (as defined in the Merger Agreement)) automatically converted into the right to receive (i) $39.00 per Share in cash, without interest, and subject to deduction for any required withholding tax (the "Closing Amount"), plus (ii) an amount of contingent value rights (each, a "CVR") representing a right to receive certain contingent payments subject to and in accordance with the terms of the CVR Agreement (as defined in the Merger Agreement) (the Closing Amount plus CVR, the "Merger Consideration"). At the Effective Time, pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU") became fully vested and cancelled and converted into the right to receive (A) an amount in cash, without interest, and subject to deduction for any required withholding tax, equal to the product of (i) the number of Shares subject to such RSU and (ii) the Closing Amount, plus (B) one CVR for each Share subject to such RSU. Prior to the Effective Time, pursuant to the Merger Agreement, each issued and outstanding share of 8.625% Series A Cumulative Perpetual Preferred Stock, par value $0.05 per share, of the Issuer was redeemed by the Issuer in accordance with the terms of the certificate of designation governing such stock, including payment of all accrued and unpaid dividends thereon through the date of such redemption. At the Effective Time, pursuant to the Merger Agreement, each outstanding option to purchase Shares (each, a "Company Stock Option") that had an exercise price per Share that was less than the sum of the Closing Amount and the fair market value of one CVR (each, a "Terminating Company Stock Option") became fully vested and was cancelled, and in exchange therefor, the holder received (i) an amount in cash, without interest, and subject to deduction for any required withholding taxes, equal to the product of (A) the excess of the Closing Amount over the exercise price per Share with respect to such Terminating Company Stock Option and (B) the number of Shares subject to such Terminating Company Stock Option, plus (ii) one CVR with respect to each Share subject to such Terminating Company Stock Option. As of immediately prior to the Effective Time, each Company Stock Option that did not constitute a Terminating Company Stock Option was cancelled and no consideration was delivered in exchange therefor.
Key Figures
Preferred shares disposed: 4,000 shares
Common shares in restructuring: 9,304 shares
Closing Amount per common share: $39.00 per share
+3 more
6 metrics
Preferred shares disposed
4,000 shares
8.625% Series A Cumulative Perpetual Preferred Stock reported as disposition to issuer
Common shares in restructuring
9,304 shares
Common Stock reported under transaction code J (other acquisition or disposition)
Closing Amount per common share
$39.00 per share
Cash portion of Merger Consideration for each issued and outstanding common share at Effective Time
Stock option shares at $24.71
4,881 shares
Stock Option (Right to Buy) with $24.7100 exercise price disposed to issuer
Stock option shares at $21.39
10,967 shares
Stock Option (Right to Buy) with $21.3900 exercise price disposed to issuer
Stock option shares at $19.76
13,251 shares
Stock Option (Right to Buy) with $19.7600 exercise price disposed to issuer
Key Terms
Agreement and Plan of Merger, holding company reorganization, contingent value rights, Dissenting Shares, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Disposed of pursuant to the Agreement and Plan of Merger, dated April 27, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
holding company reorganization regulatory
"on July 14, 2026, the Issuer effected a holding company reorganization"
contingent value rights financial
"an amount of contingent value rights (each, a "CVR") representing a right"
Contingent value rights are special financial instruments that give their holder the potential to receive additional payments if certain future events or conditions happen, such as the achievement of specific business milestones. They are like a promise of extra rewards that depend on how well a project or company performs later on. Investors care about them because they offer a chance for extra gains but also carry uncertainty, as the extra payments are not guaranteed.
Terminating Company Stock Option financial
"each, a "Terminating Company Stock Option") became fully vested and was cancelled"
certificate of designation regulatory
"redeemed by the Issuer in accordance with the terms of the certificate of designation"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
FAQ
What did Natasha Hernday report in her Form 4 for XOMA (XOMA)?
Natasha Hernday reported dispositions and restructuring of XOMA securities tied to its merger with Ligand, including 4,000 preferred shares, 9,304 common shares, and several stock option positions, leaving her with no reported XOMA common stock, preferred stock, or listed options afterward.
What happened to XOMA (XOMA) restricted stock units under the merger terms?
At the Effective Time, each outstanding XOMA restricted stock unit (RSU) became fully vested, cancelled and converted into the right to receive cash equal to shares under the RSU × $39.00, plus one CVR per share, subject to applicable tax withholding requirements.
How were XOMA (XOMA) stock options treated in the Ligand acquisition?
Each XOMA stock option with an exercise price below $39.00 plus the CVR’s fair market value became fully vested, was cancelled, and exchanged for cash equal to its intrinsic value plus one CVR per share. Options not meeting this test were cancelled with no consideration.
What happened to XOMA (XOMA) 8.625% Series A preferred stock in the merger?
Before the merger’s Effective Time, each outstanding XOMA 8.625% Series A Cumulative Perpetual Preferred share was redeemed in accordance with its certificate of designation, including payment of all accrued and unpaid dividends through the redemption date, after which those preferred shares were no longer outstanding.
Did Natasha Hernday retain any XOMA (XOMA) options after the merger?
Based on the reported Form 4 entries, Natasha Hernday’s listed stock options, including several series with exercise prices between $17.86 and $31.04 per share, show zero shares remaining following the transactions, indicating no reported remaining holdings under those option awards.