Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
KNOTT DAVID M
   2. Issuer Name and Ticker or Trading Symbol
LIGAND PHARMACEUTICALS INC [LGND] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
485 UNDERHILL BLVD, STE 205		 3. Date of Earliest Transaction (Month/Day/Year)
11/29/2006
(Street)

SYOSSET, NY 11791-3419		 4. If Amendment, Date Original Filed(Month/Day/Year)
12/01/2006		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 11/29/2006   C   148,383 A $ 6.1732 2,419,383 I By Knott Partners, L.P. (1) (4)
Common Stock 11/29/2006   C   70,141 A $ 6.1732 1,326,841 I By Shoshone Partners, L.P. (1) (4)
Common Stock               18,400 I By Mulsanne Partners, L.P. (1) (4)
Common Stock 11/29/2006   C   140,931 A $ 6.1732 3,929,331 I By Matterhorn Offshore Fund Limited (2) (4)
Common Stock 11/29/2006   C   259,184 A $ 6.1732 291,584 I By Ostra Capital Partners, L.P. (2) (4)
Common Stock               153,830 I By Richard Murawczyk (2) (4)
Common Stock 11/29/2006   C   29,318 A $ 6.1732 478,018 I By Managed Accounts (3) (4)

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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 Underlying Securities
(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 of Derivative Security: 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
6% Convertible Subordinated Notes due 2007 $ 6.1732 11/29/2006   C     916,000 11/26/2002 11/16/2007 Common Stock 148,383 $ 0 0 I By Knott Partners, L.P. (1) (4)
6% Convertible Subordinated Notes due 2007 $ 6.1732 11/29/2006   C     433,000 11/26/2002 11/16/2007 Common Stock 70,141 $ 0 0 I By Shoshone Partners, L.P. (1) (4)
6% Convertible Subordinated Notes due 2007 $ 6.1732 11/29/2006   C     870,000 11/26/2002 11/16/2007 Common Stock 140,931 $ 0 0 I By Matterhorn Offshore Fund Limited (2) (4)
6% Convertible Subordinated Notes due 2007 $ 6.1732 11/29/2006   C     1,600,000 11/26/2002 11/16/2007 Common Stock 259,184 $ 0 0 I By Ostra Capital Partners, L.P. (2) (4)
6% Convertible Subordinated Notes due 2007 $ 6.1732 11/29/2006   C     181,000 11/26/2002 11/16/2007 Common Stock 29,318 $ 0 0 I By Managed Accounts (3) (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KNOTT DAVID M
485 UNDERHILL BLVD
STE 205
SYOSSET, NY 11791-3419		     X    

Signatures

 /s/ David M. Knott   12/05/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Reporting Person is the managing member of Knott Partners, Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P. and Mulsanne Partners, L.P. and (ii) the managing general partner of Knott Partners, L.P. The Reporting Person is also a general partner of Knott Partners, L.P.
(2) The Reporting Person is the sole shareholder, director and president of Dorset Management Corporation, which (i) provides investment management services to Matterhorn Offshore Fund Limited and (ii) is the employer of Richard Murawczyk, the managing member of the general partner of Ostra Capital partners, L.P. and Ostra Capital Partners VII, L.P., with which Dorset Management Corporation has a trading relationship.
(3) The entry represents securities of the issuer held by managed accounts for which Dorset Management Corporation provides investment management services (the "Managed Accounts").
(4) As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control of the securities represented in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in the securities represented in this entry as a result of its performance-related fee. Except with respect to Knott Partners, L.P. and Shoshone Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized. Each of the Knott Partners, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P., Matterhorn Offshore Fund limited, Ostra Capital Partners, L.P., Ostra Capital Partners VII, L.P. and the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party.
 
Remarks:
The Reporting Person ceased to be a 10% owner of the issuer on November 29, 2006 upon the public announcement by the issuer that the total number of issued and outstanding shares of common stock of the issuer had increased by 20,759,071 shares.

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