| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PDL BIOPHARMA, INC. [ PDLI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/30/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Stock Option (right to buy) | $22.69 | 11/30/2006 | A | 5,000 | (1) | 11/30/2013 | Common Stock | 5,000 | $0 | 5,000 | D | ||||
| Explanation of Responses: |
| 1. This option was vested with respect to 5/12 of the shares on the grant date and will vest with respect to 1/12 of the shares monthly starting on December 14, 2006. |
| Remarks: |
| /s/ Fancis Sarena by Francis Sarena, Attorney in Fact for L. Patrick Gage | 12/22/2006 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER
OF ATTORNEY
The
undersigned, an officer of PDL BioPharma, Inc., a Delaware corporation (the
“Company”),
hereby constitutes and appoints Andrew Guggenhime and Francis Sarena, and each
of them, for so long as such person is an employee of the Company, the
undersigned’s true and lawful attorney-in-fact, with full power of substitution
and resubstitution, each with the power to act alone for the undersigned and
in
the undersigned’s name, place and stead, to:
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1.
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Complete
and execute Forms 3, 4 and 5 under the Securities Exchange Act of
1934, as
amended (the “Exchange
Act”)
and other forms and all amendments thereto on the undersigned’s behalf as
such attorney-in-fact shall in his discretion determine to be required
or
advisable pursuant to Section 16 of the Exchange Act and the rules
and
regulations promulgated thereunder, or any successor laws and regulations,
as a consequence of the undersigned’s beneficial ownership of securities
of the Company or changes in such beneficial ownership;
and
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2.
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Do
all acts necessary in order to file such forms and amendments with
the
Securities and Exchange Commission, any securities exchange or national
association, the Company and such other persons or agencies as the
attorney-in-fact shall deem appropriate.
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The
undersigned hereby ratifies and confirms all that said attorneys-in-fact and
agents shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned’s responsibilities to comply with or liability
under Section 16 of the Exchange Act or any rules and regulations promulgated
thereunder or any successor laws and regulations.
This
Power of Attorney shall remain in full force and effect until the undersigned
is
no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s
beneficial ownership of securities of the Company or changes in such beneficial
ownership, unless earlier revoked by the undersigned in a signed writing
delivered to the Company and the foregoing attorneys-in-fact.
The
undersigned has executed this Power of Attorney as of 11/21/2006.
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Signature:
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/S/Patrick
Gage
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Patrick
Gage
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