Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KNOTT DAVID M
  2. Issuer Name and Ticker or Trading Symbol
LIGAND PHARMACEUTICALS INC [LGND]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
485 UNDERHILL BLVD, STE 205
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2010
(Street)

SYOSSET, NY 11791-3419
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Restricted Common Stock (1) 11/19/2010   D   0 (2) D $ 9.12 3,332 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) (1) $ 1.43 11/19/2010   D(3)     15,000   (4) 05/25/2020 Common Stock 15,000 (3) 0 D  
Non-Qualified Stock Option (right to buy) (1) $ 8.58 11/19/2010   A(3)   2,500     (4) 05/25/2020 Common Stock 2,500 (3) 2,500 D  
Non-Qualified Stock Option (right to buy) (1) $ 2.98 11/19/2010   D(3)     15,000   (4) 05/29/2019 Common Stock 15,000 (3) 0 D  
Non-Qualified Stock Option (right to buy) (1) $ 17.88 11/19/2010   A(3)   2,500     (4) 05/29/2019 Common Stock 2,500 (3) 2,500 D  
Non-Qualified Stock Option (right to buy) (1) $ 8.89 11/19/2010   D(3)     20,000   (4) 03/01/2017 Common Stock 20,000 (3) 0 D  
Non-Qualified Stock Option (right to buy) (1) $ 53.34 11/19/2010   A(3)   3,333     (4) 03/01/2017 Common Stock 3,333 (3) 3,333 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KNOTT DAVID M
485 UNDERHILL BLVD
STE 205
SYOSSET, NY 11791-3419
  X      

Signatures

 /s/ David M. Knott   06/06/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The securities represented in Column 5 of Table I and Column 9 of Table II reflect the Company's reverse stock split, at a ratio of one-for-six (the "Reverse Stock Split"). On November 19, 2010, as a result of the Reverse Stock Split, all previously issued certificates representing six outstanding shares of the Company's common stock (the "Old Shares") now represent one new share of the Company's common stock (the "New Common Stock").
(2) The Company paid cash for any fractional shares resulting from the Reverse Stock Split. The Reporting Person had 1/3rd fractional share, for which he received $3.04.
(3) The six reported entries reflect the effect of the Reverse Stock Split described in footnote 1, above, on previously issued outstanding options, resulting in the deemed cancellation of each of the "old" options and the concomitant grant of replacement options. The options in the first row of Table II were originally granted on May 25, 2010, the options in the third row of Table II were originally granted on May 29, 2009 and the options in the fifth row of Table II were originally granted on March 1, 2007.
(4) The securities are currently vested and are fully exercisable.
 
Remarks:
Reporting on this transaction exempt from Section 16b treatment and described in Footnote 1 hereof was delayed because of delay in finalizing information from the Company regarding expiration dates for derivative securities being reported and the effect of such  transaction.

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