| 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) 03/06/2006 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 03/06/2006 | M | 2,187 | A | $13.29 | 14,687 | D | |||
| Common Stock | 03/06/2006 | S(1) | 2,187 | D | $31.2 | 12,500 | D | |||
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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 | ||||||||
| Employee Stock Option (Right to Buy) | $13.29 | 03/06/2006 | M | 2,187 | (2) | 11/03/2013 | Common Stock | 2,187 | $0 | 45,938 | D | ||||
| Explanation of Responses: |
| 1. Sale was made pursuant to a 10b5-1 plan established by the reporting person. |
| 2. Options vest 1/4 on the first anniversary of the vesting date and thereafter vest 1/48 per month. Only vested options are exercisable. |
| Remarks: |
| /s/ Cynthia Shumate by Cynthia Shumate, Attorney in Fact for Laurie C. Torres | 03/08/2006 | |
| ** 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, as a Section 16 reporting person of Protein Design, Labs, Inc.
(the
“Company”), hereby constitutes and appoints Cynthia Shumate the undersigned’s
true and lawful attorney-in-fact, with full power of substitution and
resubstitution, 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 and other forms and all amendments thereto
as
such attorney-in-fact shall in his or her discretion determine to
be
required or advisable pursuant to Section 16 of the Securities Exchange
Act of 1934 (as amended) and the rules and regulations promulgated
thereunder, or any successor laws and regulations, as a consequence
of the
undersigned’s ownership, acquisition or disposition of securities of the
Company; and
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2.
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do
all acts necessary in order to file such forms with the Securities
and
Exchange Commission, any securities exchange or national association,
the
Company and such other person or agency as the attorney-in-fact shall
deem
appropriate.
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The
undersigned hereby ratifies and confirms all that said attorney-in-fact and
agent shall do or cause to be done by virtue hereof. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity
at
the request of the undersigned, is not acting as legal counsel or advisor to
the
undersigned and is not assuming, nor is the Company assuming, any of the
undersigned’s responsibilities to comply with or liability under Section 16 of
the Securities Exchange Act of 1934 (as amended).
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 by the undersigned in a signed writing delivered to the Company and
the
foregoing attorney-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 9th day of January, 2006.
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Signature:
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Print
Name: Laurie Torres
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