Edgar Filing: KNOTT DAVID M

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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 ^*

Â KNOTT DAVID M

2. Date of Event Requiring Statement (Month/Day/Year)
10/23/2006

3. Issuer Name and Ticker or Trading Symbol
LIGAND PHARMACEUTICALS INC [LGND]

(Last)

(First)

(Middle)

485 UNDERHILL BLVD.,Â SUITE 205

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SYOSSET,Â NYÂ 11791

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,271,000	I	By Knott Parners, L.P. ⁽¹⁾ ⁽⁴⁾
Common Stock	1,256,700	I	By Shoshone Partners, L.P. ⁽¹⁾ ⁽⁴⁾
Common Stock	18,400	I	By Mulsanne Partners, L.P. ⁽¹⁾ ⁽⁴⁾
Common Stock	3,788,400	I	By Matterhorn Offshore Fund Limited ⁽²⁾ ⁽⁴⁾
Common Stock	32,400	I	By Ostra Capital Partners VII, L.P. ⁽²⁾ ⁽⁴⁾
Common Stock	448,700	I	By Managed Accounts ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
6% Convertible Subordinated Notes due 2007	11/26/2002	11/16/2007	Common Stock	148,383	$ 6.1732	I	By Knott Partners, L.P. ⁽¹⁾ ⁽⁴⁾
6% Convertible Subordinated Notes due 2007	11/26/2002	11/16/2007	Common Stock	70,141	$ 6.1732	I	By Shoshone Partners, L.P. ⁽¹⁾ ⁽⁴⁾
6% Convertible Subordinated Notes due 2007	11/26/2002	11/16/2007	Common Stock	140,931	$ 6.1732	I	By Matterhorn Offshore Fund Limited ⁽²⁾ ⁽⁴⁾
6% Convertible Subordinated Notes due 2007	11/26/2002	11/16/2007	Common Stock	259,184	$ 6.1732	I	By Ostra Capital Partners, L.P. ⁽²⁾ ⁽⁴⁾
6% Convertible Subordinated Notes due 2007	11/26/2002	11/16/2007	Common Stock	29,318	$ 6.1732	I	By Managed Accounts ⁽³⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KNOTT DAVID M 485 UNDERHILL BLVD. SUITE 205 SYOSSET,Â NYÂ 11791	Â	Â X	Â	Â

Signatures

/s/ David M. Knott		10/24/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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 Reporting Person is the managing member of Knott Partners Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P. and Mulsanne Partners, L.P. and (ii) the managing general partner of Knott Partners, L.P. The Reporting Person is also a general partner of Knott Partners, L.P.
(2)	The Reporting Person is the sole shareholder, director and president of Dorset Management Corporation, which (i) provides investment management services to Matterhorn Offshore Fund Limited and (ii) is the employer of Richard Murawczyk, the managing member of the general partner of Ostra Capital Partners, L.P. and Ostra Capital Partners VII, L.P., with which Dorset Management Corporation has a trading relationship.
(3)	The entry represents securities of the issuer held by managed accounts for which Dorset Management Corporation provides investment management services (the "Managed Accounts").
(4)	As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control of the securities represented in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in the securities represented in this entry as a result of a performance related fee. Except with respect to Knott Partners, L.P. and Shoshone Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized. Each of the Knott Partners, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P., Matterhorn Offshore Fund Limited, Ostra Capital Partners, L.P., Ostra Capital Partners VII, L.P. and the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party.

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