XOMA director’s common shares converted at $39 per share
XOMA Royalty Corp director Joseph M. Limber reported the disposition of all his reported securities in connection with a merger involving Ligand Pharmaceuticals.
Rhea-AI Filing Summary
XOMA Royalty Corp director Joseph M. Limber reported the disposition of all his reported securities in connection with a merger involving Ligand Pharmaceuticals. His 9,532 common shares converted into the right to receive $39.00 per share in cash plus contingent value rights, while 8.625% Series A and 8.375% Series B preferred shares were redeemed. Multiple stock option grants were either exchanged for cash plus CVRs or canceled with no consideration under the Merger Agreement, leaving him with no remaining XOMA holdings.
Positive
- None.
Negative
- None.
Insider Trade Summary
13 transactions reported
Mixed
13 txns
Insider
LIMBER JOSEPH M
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) F1, F6, F7 | 8,000 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F6, F7 | 2,366 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F6, F7 | 5,052 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F6, F7 | 8,167 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F6, F7 | 6,152 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F6, F7 | 5,101 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F6, F7 | 8,996 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F6, F7 | 10,967 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F6, F7 | 9,763 | $0.00 | $0.00 |
| Disposition | Stock Option (Right to Buy) F1, F6, F7 | 9,936 | $0.00 | $0.00 |
| Other | Common Stock F1, F2, F3 | 9,532 | -- | -- |
| Disposition | 8.625% Series A Cumulative Perpetual Preferred Stock F1, F4 | 10,000 | -- | -- |
| Disposition | Depositary Shares - 8.375% Series B Cumulative Stock F1, F5 | 20,000 | -- | -- |
Holdings After Transaction:
Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct);
8.625% Series A Cumulative Perpetual Preferred Stock — 0 shares (Direct);
Depositary Shares - 8.375% Series B Cumulative Stock — 0 shares (Direct)
Footnotes (7)
- F1. 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.
- F2. 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").
- F3. 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.
- F4. 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.
- F5. Prior to the Effective Time, pursuant to the Merger Agreement, each issued and outstanding share of 8.375% Series B Cumulative Perpetual Preferred Stock, par value $0.05 per share, of the Issuer (including the Depositary Shares) 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.
- F6. 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.
- F7. 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
Merger cash consideration per common share: $39.00 per Share
Common shares converted: 9,532 shares
Series B depositary shares redeemed: 20,000 shares
+3 more
6 metrics
Merger cash consideration per common share
$39.00 per Share
Cash portion of Merger Consideration for each issued and outstanding common share at the Effective Time
Common shares converted
9,532 shares
Common Stock held by Joseph M. Limber converted into the right to receive Merger Consideration
Series B depositary shares redeemed
20,000 shares
Depositary Shares of 8.375% Series B Cumulative Perpetual Preferred Stock redeemed prior to the Effective Time
Series A preferred shares redeemed
10,000 shares
8.625% Series A Cumulative Perpetual Preferred Stock redeemed with accrued and unpaid dividends
Stock options canceled (block 1)
10,967 options at $21.3900
Stock Option (Right to Buy) for 10,967 shares, exercise price $21.3900, expiring 2033-05-17, disposed to issuer
Stock options canceled (block 2)
8,000 options at $4.0300
Stock Option (Right to Buy) for 8,000 shares, exercise price $4.0300, expiring 2027-02-10, disposed to issuer
Key Terms
contingent value rights, holding company reorganization, Dissenting Shares, restricted stock unit ("RSU"), +1 more
5 terms
contingent value rights financial
"an amount of contingent value rights (each, a "CVR") representing a right to receive certain contingent payments"
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.
holding company reorganization financial
"on July 14, 2026, the Issuer effected a holding company reorganization"
restricted stock unit ("RSU") financial
"each outstanding restricted stock unit ("RSU") became fully vested and cancelled"
Company Stock Option financial
"each outstanding option to purchase Shares (each, a "Company Stock Option")"
FAQ
What did Joseph M. Limber report in this Form 4 for XOMA (XOMA)?
Joseph M. Limber reported disposing of all his reported XOMA securities in connection with the Ligand merger, including 9,532 common shares, 20,000 Series B depositary shares, 10,000 Series A preferred shares, and several stock option grants, leaving zero shares or options outstanding.
What happened to XOMA (XOMA) restricted stock units (RSUs) in the merger?
At the Effective Time, each outstanding XOMA RSU became fully vested, was cancelled, and the holder became entitled to cash equal to shares times $39.00, plus one CVR for each underlying share, subject to applicable tax withholding, as specified in the Merger Agreement.
How were XOMA (XOMA) stock options treated when the Ligand merger closed?
In-the-money XOMA stock options (“Terminating Company Stock Options”) were fully vested, cancelled and paid in cash equal to (Closing Amount minus exercise price) times shares, plus one CVR per share. Options not meeting this test were cancelled with no consideration at the Effective Time.
Does Joseph M. Limber still own any XOMA (XOMA) securities after the merger?
No. Following the transactions, each reported line item shows 0.0000 shares or options remaining. His common stock, preferred shares, and option awards were converted, redeemed, or cancelled under the Merger Agreement, leaving him with no remaining XOMA holdings on this report.
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