| 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) 09/06/2007 | ||||||||||||||||||||||||||
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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 | ||||||
| Commn Stock | 09/06/2007 | P(1) | 500 | A | $20.12 | 1,500 | D | |||
| Common Stock | 1 | I | By Trust | |||||||
| Common Stock | 10 | I | By Wife | |||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. Purchase was made pursuant to a 10b5-1 plan established by the reporting person. |
| Remarks: |
| /s/ Francis Sarena by Francis Sarena, Attorney-in-Fact for Joseph Klein III | 09/10/2007 | |
| ** 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, a member of the Board of Directors 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 August 17,
2007.
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Signature:
/s/ Joseph Klein III
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Joseph
Klein III
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