SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Sarena Francis Willard (Last) (First) (Middle) C/O PDL BIOPHARMA, INC. 1400 SEAPORT BLVD (Street) REDWOOD CITY CA 94063 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/10/2008	3. Issuer Name and Ticker or Trading Symbol PDL BIOPHARMA, INC. [ PDLI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Exec Dir/Chief Legal Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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)
Comon Stock	4,292(1)	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	04/17/2013	Common Stock	12,500	29.65	D
Stock Option (Right to Buy)	(3)	08/15/2014	Common Stock	8,660	22.1	D
Stock Option (Right to Buy)	(4)	11/19/2014	Common Stock	2,500	17.6	D

Explanation of Responses:

1. Includes 3,000 restricted shares that are subject to a risk of forfeiture that lapses with respect to 50% of the shares annually over two years after the grant date of September 14, 2007.

2. This Option was vested with respect to 5,208 shares on January 10, 2008 and vests monthly with respect to 260 shares.

3. This Option was vested with respect to 721 shares on January 10, 2008 and vests monthly with respect to 181 shares.

4. This option will vest with respect to 625 shares on November 14, 2008, and approximately 52 shares monthly thereafter.

Remarks:

	/s/ Francis Sarena	01/18/2008
	** 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 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).
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