SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* FRANK FRED (Last) (First) (Middle) C/O PDL BIOPHARMA, INC. 932 SOUTHWOOD BOULEVARD (Street) INCLINE VILLAGE NV 89451 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PDL BIOPHARMA, INC. [ PDLI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/05/2012
	4. 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 Acquired, Disposed of, or Beneficially Owned
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
Common Stock	06/05/2012		A		7,924	A	$6.31	33,296	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

Explanation of Responses:

Remarks:

1. The grant will cliff-vest on the first anniversary of the date of grant so long as the grant recipient continues to serve on the Board of Directors of PDL Biopharma, Inc. During the one-year vesting period, the grant recipient will have the right to vote the shares and receive any dividends and other distributions paid, except that dividends and other distribuitons will be accumulated and will vest and be paid, with interest, on the earlier of the same vesting conditions as the original award or March 15th of the year following the payment of such dividend or distribuiton to all stockholders.

	/s/Danny J. Hart, Jr., Attorney-in-Fact, for Frederick Frank	06/06/2012
	** 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 hereby constitutes and appoints Danny J Hart, Jr. and
Christopher Stone, and each of them, his or her, true and lawful
attorney-in-fact to:(1) prepare, execute in the undersigned's name
and on the undersigned's behalf, and submit to the U.S. Securities
and Exchange Commission (the "SEC") a Form ID, including amendments
thereto, and any other documents necessary or appropriate to obtain
codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director, and/or person who holds more
than 10% of the stock of PDL BioPharma, Inc. (the "Company"), Forms
3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules
thereunder;(3) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4 or 5, complete and execute any amendment(s)
thereto, and timely file any such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and (4) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done pursuant
to this power of attorney. 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 Section 16 of the Exchange Act.
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 holdings of and transactions in securities issued by the
Company, unless earlier revoked or modified by the undersigned in a signed
writing, but shall terminate automatically as to each individual
attorney-in-fact when such person is no longer an employee of the Company.
This Power of Attorney may be filed with the SEC as a confirming statement
of the authority granted herein. The undersigned has caused this Power of
Attorney to be executed as of this  day of April, 2012. By.t).).Printed
name:Frederick Frank