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Filing Details

Accession Number:: 0001144204-12-058674
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-10-31 17:02:29
Reporting Period:: 2012-10-29

Filing Date:: 2012-10-31
Accepted Time:: 2012-10-31 17:02:29
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
791908	Xoma Corp	XOMA	Pharmaceutical Preparations (2834)	942756657

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	667 Madison Avenue, 21St Floor New York NY US 10065	Yes	No	Yes	No
1087940	Felix Baker	667 Madison Avenue, 21St Floor New York NY US 10065	Yes	No	Yes	No
1263508	Baker Bros Advisors Llc	667 Madison Avenue 21St Floor New York NY US 10065	Yes	No	Yes	No
1363364	Baker Brothers Life Sciences Lp	667 Madison Avenue, 21St Floor New York NY US 10065	Yes	No	Yes	No
1551138	14159, L.p.	667 Madision Avenue, 21St Floor New York NY US 10065	Yes	No	Yes	No
1551139	667, L.p.	667 Madison Avenue 21St Floor New York NY US 10065	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2012-10-29	336,639	$3.00	1,922,230	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2012-10-29	4,282,419	$3.00	17,888,512	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2012-10-29	103,608	$3.00	463,839	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	16,800	Indirect	See Footnote

Footnotes

On October 29, 2012, Baker Brothers Life Sciences, L.P. ("BBLS"), 14159, L.P. ("14159"), and 667, L.P. ("667", and together with BBLS and 14159, the "Funds") purchased 4,282,419, 103,608 and 336,639 shares of Xoma Corporation (the "Issuer"), respectively, pursuant to an underwritten public offering.
After giving effect to the transaction reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of common stock reported in column 5 of Table I directly held by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
After giving effect to the transaction reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of common stock reported in column 5 of Table I directly held by BBLS, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from BBLS.
After giving effect to the transaction reported herein, and as a result of their ownership interest in 14159 Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in the Issuer's shares of common stock reported in Column 5 of Table I directly held by 14159, a limited partnership of which the sole general partner is 14159 Capital, L.P., a limited partnership of which the sole general partner is 14159 Capital (GP), LLC, due to 14159 Capital, L.P.'s right to receive an allocation of a portion of the profits from 14159.
The aggregate beneficial ownership reported on this form is 20,291,381 shares of common stock.
Baker Bros. Advisors, LLC (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Julian C. Baker and Felix J. Baker are principals of the Adviser. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C.Baker, Felix J. Baker and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that Julian C. Baker, Felix J. Baker and/or the Adviser are beneficial owners of such securities for purposes of Section 16 or any other purpose.
Reflects Restricted Stock Units payable in common stock, which are scheduled to vest in substantially equal installments annually over three years beginning on August 14, 2013. The Restricted Stock Units were granted to Kelvin Neu, a Managing Director of the Adviser, as compensation for Mr. Neu's service on the Issuer's Board of Directors. Under the limited parnership agreements of the Funds, Mr. Neu is deemed to hold the Restricted Stock Units solely for the benefit of the Funds and the Funds may be deemed to be beneficial owners of the Restricted Stock Units.