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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
LIGAND PHARMACEUTICALS INCORPORATED
Common Stock, $0.001 par value
53220K207
December 31, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1 (b)
o Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a
reporting persons initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be filed for the purpose of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions of the
Act (however, see the notes).
1 of 10
13G | ||||||
CUSIP No. 53220K207 | ||||||
1. | Name of Reporting Person: Maverick Capital, Ltd. |
I.R.S. Identification Nos. of above
persons (entities only): 75-2482446 |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of
Organization: Texas |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting
Power: 3,761,431 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 3,761,431 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,761,431 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row
(9): 5.1% | |||||
12. | Type of Reporting Person: IA | |||||
2 of 10
13G | ||||||
CUSIP No. 53220K207 | ||||||
1. | Name of Reporting Person: Maverick Capital Management, LLC |
I.R.S. Identification Nos. of above
persons (entities only): 75-2686461 |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of
Organization: Texas |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting
Power: 3,761,431 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 3,761,431 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,761,431 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row
(9): 5.1% | |||||
12. | Type of Reporting Person: HC | |||||
3 of 10
13G | ||||||
CUSIP No. 53220K207 | ||||||
1. | Name of Reporting Person: Lee S. Ainslie III |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of
Organization: United States |
|||||
Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting
Power: 3,761,431 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive Power: 3,761,431 | |||||
8. | Shared Dispositive Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,761,431 |
|||||
10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row
(9): 5.1% | |||||
12. | Type of Reporting Person: HC | |||||
4 of 10
Item 1(a) Name of Issuer.
Ligand Pharmaceuticals Incorporated
Item 1(b) Address of Issuers Principal Executive Offices.
10275 Science Center Drive
San Diego, CA 92121-1117
Item 2(a) Name of Person Filing.
This Schedule 13G (the Schedule 13G) is being filed on behalf of each of the following persons (each, a Reporting Person):
(i) | Maverick Capital, Ltd.; | |||
(ii) | Maverick Capital Management, LLC; and | |||
(iii) | Lee S. Ainslie III (Mr. Ainslie). |
The Schedule 13G relates to Shares (as defined herein) held for the accounts of Maverick Capital, Ltd.s clients.
Item 2(b) Address of Principal Business Office, or, if none, Residence.
The address of the principal business office of (i) Maverick Capital, Ltd. and Maverick Capital Management, LLC is 300 Crescent Court, 18th Floor, Dallas, Texas 75201, and (ii) Mr. Ainslie is 767 Fifth Avenue, 11th Floor, New York, New York 10153.
Item 2(c) Citizenship or Place of Organization.
(i) | Maverick Capital, Ltd. is a Texas limited partnership; | |||
(ii) | Maverick Capital Management, LLC is a Texas limited liability company; and | |||
(iii) | Mr. Ainslie is a citizen of the United States. |
Item 2(d) Title of Class of Securities.
Common Stock, $0.001 par value (the Shares).
Item 2(e) CUSIP Number.
53220K207
5 of 10
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
|
o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
(b)
|
o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c)
|
o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d)
|
o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
(e)
|
þ | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | ||
(f)
|
o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
(g)
|
þ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | ||
(h)
|
o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
(i)
|
o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
(j)
|
o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4 Ownership.
Ownership as of December 31, 2004 is incorporated by reference to items (5) (9) and (11) of the cover page of the Reporting Person.
Item 5 Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person.
Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, has beneficial ownership of the Shares which are the subject of this filing through the investment discretion it exercises over its clients accounts. Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd. Mr. Ainslie is a manager of Maverick Capital Management, LLC and is granted sole investment discretion pursuant to Maverick Capital Management, LLCs Regulations.
Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Not applicable.
6 of 10
Item 8 Identification and Classification of Members of the Group.
Not applicable.
Item 9 Notice of Dissolution of Group.
Not applicable.
Item 10 Certification.
By signing below each of the Reporting Persons certifies that, to the best of such persons knowledge, and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2005 | MAVERICK CAPITAL, LTD. | |||||||
By: | Maverick Capital Management, LLC, | |||||||
Its General Partner | ||||||||
By: | Lee S. Ainslie III, Manager | |||||||
By: | /s/ John T. McCafferty | |||||||
John T. McCafferty Under Power of Attorney dated February 13, 2003 |
Date: February 14, 2005 | MAVERICK CAPITAL MANAGEMENT, LLC | |||||
By: | Lee S. Ainslie III, Manager | |||||
By: | /s/ John T. McCafferty | |||||
John T. McCafferty Under Power of Attorney dated February 13, 2003 |
7 of 10
Date: February 14, 2005 | LEE S. AINSLIE III | |||
By: | /s/ John T. McCafferty | |||
John T. McCafferty Under Power of Attorney dated February 13, 2003 |
8 of 10
EXHIBIT INDEX
A. | Joint Filing Agreement, dated February 14, 2005, by and among Maverick Capital, Ltd., Maverick Capital Management, LLC, and Lee S. Ainslie III. |
9 of 10
Exhibit A
Joint Filing Agreement
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, $0.001 par value of Ligand Pharmaceuticals, Inc., dated as of February 14, 2005, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
Date: February 14, 2005 |
||||||||
MAVERICK CAPITAL, LTD. | ||||||||
By: | Maverick Capital Management, LLC | |||||||
Its General Partner | ||||||||
By: | Lee S. Ainslie III, Manager | |||||||
By: | /s/ John T. McCafferty | |||||||
John T. McCafferty Under Power of Attorney dated February 13, 2003 |
||||||||
MAVERICK CAPITAL MANAGEMENT, LLC | ||||||||
By: | Lee S. Ainslie III, Manager | |||||||
By: | /s/ John T. McCafferty | |||||||
John T. McCafferty | ||||||||
Under Power of Attorney dated February 13, 2003 | ||||||||
LEE S. AINSLIE III | ||||||||
By: | /s/ John T. McCafferty | |||||||
John T. McCafferty | ||||||||
Under Power of Attorney dated February 13, 2003 |