UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934*
(Amendment
No. 5)
PDL
BioPharma, Inc.
(Name
of Issuer)
Common
Stock
(Title of Class of Securities)
69329Y104
(CUSIP Number)
Michael
Colvin
Highland
Capital Management, L.P.
Two
Galleria Tower
13455
Noel Road, Suite 800
Dallas,
Texas 75240
(972) 628-4100
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
August
11, 2008
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§240.13d-1(e), (f) or (g), check the following
box. o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See §240.13d-7(b) for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on 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 (“Act”) 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).
| CUSIP | ||||||||||
|
No.
|
69329Y104
|
Page
|
2
|
of
|
9
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Highland
Capital Management, L.P.
75-2716725
|
||||
|
2
|
CHECK
BOX THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)
o
|
|||||
|
(b)
o
|
|||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS
|
||||
|
AF/OO
|
|||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
||||
|
o
|
|||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||||
|
Delaware
|
|||||
|
7
|
SOLE
VOTING POWER
|
||||
|
NUMBER
OF
|
3,918,859
|
||||
|
SHARES
|
8
|
SHARED
VOTING POWER
|
|||
|
BENEFICIALLY
|
|||||
|
OWNED
BY
|
28,762
|
||||
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
|||
|
REPORTING
|
|||||
|
PERSON
|
3,918,859
|
||||
|
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|||
|
28,762
|
|||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
3,947,621
|
|||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||||
|
o
|
|||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
3.3%
|
|||||
|
14
|
TYPE
OF REPORTING PERSON
|
||||
|
PN,
IA
|
|||||
| CUSIP | ||||||||||
|
No.
|
69329Y104
|
Page
|
3
|
of
|
9
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Strand
Advisors, Inc.
95-4440863
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)
o
|
|||||
|
(b)
o
|
|||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS
|
||||
|
AF/OO
|
|||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
||||
|
o
|
|||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||||
|
Delaware
|
|||||
|
7
|
SOLE
VOTING POWER
|
||||
|
NUMBER
OF
|
3,918,859
|
||||
|
SHARES
|
8
|
SHARED
VOTING POWER
|
|||
|
BENEFICIALLY
|
|||||
|
OWNED
BY
|
28,762
|
||||
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
|||
|
REPORTING
|
|||||
|
PERSON
|
3,918,859
|
||||
|
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|||
|
28,762
|
|||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
3,947,621
|
|||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||||
|
o
|
|||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
3.3%
|
|||||
|
14
|
TYPE
OF REPORTING PERSON
|
||||
|
CO,
HC
|
|||||
| CUSIP | ||||||||||
|
No.
|
69329Y104
|
Page
|
4
|
of
|
9
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James
D. Dondero
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)
o
|
|||||
|
(b)
o
|
|||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS
|
||||
|
AF/OO
|
|||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
||||
|
o
|
|||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||||
|
United
States
|
|||||
|
7
|
SOLE
VOTING POWER
|
||||
|
NUMBER
OF
|
3,918,859
|
||||
|
SHARES
|
8
|
SHARED
VOTING POWER
|
|||
|
BENEFICIALLY
|
|||||
|
OWNED
BY
|
28,762
|
||||
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
|||
|
REPORTING
|
|||||
|
PERSON
|
3,918,859
|
||||
|
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|||
|
28,762
|
|||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
3,947,621
|
|||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||||
|
o
|
|||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
3.3%
|
|||||
|
14
|
TYPE
OF REPORTING PERSON
|
||||
|
IN,
HC
|
|||||
| CUSIP | ||||||||||
|
No.
|
69329Y104
|
Page
|
5
|
of
|
9
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Highland
Funds I, on behalf of its Highland Equity Opportunities Fund series
(1)
20-4570552
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)
o
|
|||||
|
(b)
x
|
|||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS
|
||||
|
WC
|
|||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
||||
|
o
|
|||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||||
|
Delaware
|
|||||
|
7
|
SOLE
VOTING POWER
|
||||
|
0
|
|||||
|
NUMBER
OF
|
|||||
|
SHARES
|
8
|
SHARED
VOTING POWER
|
|||
|
BENEFICIALLY
|
|||||
|
OWNED
BY
|
0
|
||||
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
|||
|
REPORTING
|
|||||
|
PERSON
|
0
|
||||
|
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|||
|
0
|
|||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
0
|
|||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||||
|
o
|
|||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
0.00%
|
|||||
|
14
|
TYPE
OF REPORTING PERSON
|
||||
|
OO
|
|||||
|
(1)
|
The
Reporting Persons may be deemed to be the beneficial owners of the shares
of the Issuer’s Common Stock beneficially owned by the other Reporting
Persons. However, with respect to the matters described herein, no other
Reporting Person may bind, obligate or take any action, directly or
indirectly, on behalf of Highland Equity Opportunities Fund. The Reporting
Person expressly disclaims membership in a group with respect to the
Issuer or securities of the Issuer for the purpose of Section 13(d) or
13(g) of the Act.
|
| CUSIP | ||||||||||
|
No.
|
69329Y104
|
Page
|
6
|
of
|
9
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
||||
|
Highland
Multi-Strategy Onshore Master SubFund, L.L.C.
|
|||||
|
20-5237152
|
|||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)
o
|
|||||
|
(b)
o
|
|||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS
|
||||
|
WC
|
|||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
||||
|
o
|
|||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||||
|
Delaware
|
|||||
|
7
|
SOLE
VOTING POWER
|
||||
|
NUMBER
OF
SHARES
|
0
|
||||
|
8
|
SHARED
VOTING POWER
|
||||
|
BENEFICIALLY
|
|||||
|
OWNED
BY
|
28,762
|
||||
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
|||
|
REPORTING
|
|||||
|
PERSON
|
0
|
||||
|
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|||
|
28,762
|
|||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
28,762
|
|||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||||
|
o
|
|||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
0.02%
|
|||||
|
14
|
TYPE
OF REPORTING PERSON
|
||||
|
OO
|
|||||
| CUSIP | ||||||||||
|
No.
|
69329Y104
|
Page
|
7
|
of
|
9
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Highland
Multi-Strategy Master Fund, L.P.
20-5237085
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)
o
|
|||||
|
(b)
o
|
|||||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS
|
||||
|
AF/OO
|
|||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
||||
|
o
|
|||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
||||
|
Bermuda
|
|||||
|
7
|
SOLE
VOTING POWER
|
||||
|
NUMBER
OF
|
0
|
||||
|
SHARES
|
8
|
SHARED
VOTING POWER
|
|||
|
BENEFICIALLY
|
|||||
|
OWNED
BY
|
28,762
|
||||
|
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
|||
|
REPORTING
|
|||||
|
PERSON
|
0
|
||||
|
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
|||
|
28,762
|
|||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
28,762
|
|||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
||||
|
o
|
|||||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
0.02%
|
|||||
|
14
|
TYPE
OF REPORTING PERSON
|
||||
|
PN/HC
|
|||||
This
Amendment No. 5 to Schedule 13D is jointly filed by and on behalf of
each reporting person to amend and/or supplement the Schedule 13D relating
to shares of Common Stock of the Issuer filed by such reporting person with the
Securities and Exchange Commission on October 29, 2007, and amended on
December 12, 2007, December 18, 2007, July 28, 2008, and August 8, 2008 (as
amended, the “ Schedule
13D ”). Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Schedule 13D. Except as otherwise
provided herein, all Items of the Schedule 13D remain
unchanged.
Item 3.
Source and Amount of Funds or Other Consideration.
Item 3
is amended and restated in its entirety as follows:
The
Reporting Persons have acquired an aggregate of 3,947,621 shares of Common Stock
(the “ Shares ”),
which are reported herein, in open market transactions for an aggregate purchase
price of approximately $80,883,901 with a combination of funds from accounts
managed by Highland Capital.
Item 5.
Interest in Securities of the Issuer.
Sections
(d) Item 5 remain unchanged.
Section
(a) of Item 5 is amended and restated in its entirety as
follows:
(a) The
aggregate number and percentage of shares of Common Stock beneficially owned by
each Reporting Person:
See the
disclosure provided in response to Items 11 and 13 on the attached cover
page(s). (1)
Section
(b) of Item 5 is amended and restated in its entirety as
follows:
(b) The
number of shares as to which there is sole or shared power to vote or to direct
the vote, or power to dispose or to direct disposition by each Reporting
Person.
See the
disclosure provided in response to Items 7, 8, 9 and 10 on the attached cover
page(s).
Section
(c) of Item 5 is amended and restated in its entirety as
follows:
(c) The
following table describes transactions in the Common Stock that were effected
during the past sixty days or since the most recent filing of Schedule 13D,
whichever is less, by the persons named in response to paragraph (a) of
this Item 5.
|
Number
of
|
Number
of
|
|||||||||
|
Transaction
|
Shares
|
Shares
|
Price
Per
|
Description
of
|
||||||
|
Date
|
Reporting
Person
|
Acquired
|
Disposed
|
Share
($)
|
Transaction
|
|||||
|
08/08/2008
|
Highland
Capital
|
250,000
|
$11.5360
|
Open
Market
|
||||||
|
08/11/2008
|
Highland
Capital
|
500,000
|
$11.5834
|
Open
Market
|
||||||
|
08/22/2008
|
Highland
Capital
|
172,416
|
$12.4978
|
Open
Market
|
||||||
|
08/25/2008
|
Highland
Capital
|
150,000
|
$12.2870
|
Open
Market
|
||||||
|
08/26/2008
|
Highland
Capital
|
25,000
|
$12.2443
|
Open
Market
|
||||||
|
08/27/2008
|
Highland
Capital
|
51,384
|
$12.4000
|
Open
Market
|
||||||
|
08/28/2008
|
Highland
Capital
|
444,873
|
$12.3811
|
Open
Market
|
||||||
|
08/29/2008
|
Highland
Capital
|
523,500
|
$12.0989
|
Open
Market
|
||||||
|
09/03/2008
|
Highland
Capital
|
270,000
|
$12.1270
|
Open
Market
|
||||||
|
09/16/2008
|
Highland
Capital
|
6,393
|
$10.2574
|
Open
Market
|
|
(1)
|
The
percentage calculation is based on 119,421,847 shares of Common Stock
outstanding, reported on the Form 10-Q filed with the SEC by the Issuer on
August 11, 2008.
|
Section
(e) of Item 5 is amended and restated in its entirety as
follows:
(e) On
August 11, 2008, Highland Capital Management, L.P., Strand Advisors, Inc., and
James D. Dondero ceased to be the beneficial owners of more than five percent of
Common Stock shares of the Issuer.
SIGNATURES
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:
September 19, 2008
Highland
Multi-Strategy Onshore Master SubFund, L.L.C.
By:
Highland Multi-Strategy Master Fund, L.P., its managing member
By:
Highland Multi-Strategy Fund GP, L.P., its general partner
By:
Highland Multi-Strategy Fund GP, L.L.C., its general partner
By:
Highland Capital Management, L.P., its sole member
By:
Strand Advisors, Inc., its general partner
|
By:
|
/s/
James D. Dondero
|
|||
|
James
D. Dondero, President
|
||||
Highland
Multi-Strategy Master Fund, L.P.
By:
Highland Multi-Strategy Fund GP, L.P., its general partner
By:
Highland Multi-Strategy Fund GP, L.L.C., its general partner
By:
Highland Capital Management, L.P., its sole member
By:
Strand Advisors, Inc., its general partner
|
By:
|
/s/
James D. Dondero
|
|||
|
James
D. Dondero, President
|
||||
Highland
Funds I, on behalf of its Highland Equity Opportunities Fund series
|
By:
|
/s/
James D. Dondero
|
|||
|
James
D. Dondero, President
|
||||
Highland
Capital Management, L.P.
By:
Strand Advisors, Inc., its general partner
|
By:
|
/s/
James D. Dondero
|
|||
|
James
D. Dondero, President
|
||||
Strand
Advisors, Inc.
|
By:
|
/s/
James D. Dondero
|
|||
|
James
D. Dondero, President
|
||||
James
D. Dondero
|
By:
|
/s/
James D. Dondero
|
|||