13D Filings
XOMA Royalty Corp
XOMA
Amendment
Ownership

25.30%

Total Shares

2,983,026

Issuer CIK

791908

CUSIP

98419J206

Event Date

Jan 23, 2025

Accepted

Jan 28, 2025, 05:19 PM

Reporting Persons (10)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
BVF GP HOLDINGS LLC
Other
25.30%2,983,02602,983,026
BVF PARTNERS L P/IL
Investment Adviser
25.30%2,983,02602,983,026
LAMPERT MARK N
Individual
25.30%2,983,02602,983,026
BVF INC/IL
CO
25.30%2,983,02602,983,026
BIOTECHNOLOGY VALUE FUND II LP
Partnership
13.00%1,532,86101,532,861
BVF II GP LLC
Other
13.00%1,532,86101,532,861
BIOTECHNOLOGY VALUE FUND L P
Partnership
12.30%1,450,16501,450,165
BVF I GP LLC
Other
12.30%1,450,16501,450,165
BVF Partners OS Ltd.
CO
0.00%000
Biotechnology Value Trading Fund OS LP
Partnership
0.00%000
Disclosure Items (3)

Security Title

Common Stock, $0.0075 par value

Issuer Name

XOMA Royalty Corp

Issuer Address

2200 POWELL STREET, EMERYVILLE, CA, 94608

Item 3 is hereby amended and restated to read as follows: The Shares purchased by BVF and BVF2 were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions, except as otherwise noted. The aggregate purchase price of the 1,450,165 Shares owned directly by BVF is approximately $13,236,029, including brokerage commissions. The aggregate purchase price of the 1,532,861 Shares owned directly by BVF2 is approximately $17,633,338, including brokerage commissions. Trading Fund OS and the Partners Managed Accounts no longer own Shares. The aggregate purchase price of the 2,313 shares of Series X Preferred Stock owned directly by BVF is approximately $9,321,390, including brokerage commissions. The aggregate purchase price of the 1,506 shares of Series X Preferred Stock owned directly by BVF2 is approximately $6,069,180, including brokerage commissions. The aggregate purchase price of the 412 shares of Series X Preferred Stock owned directly by Trading Fund OS is approximately $1,660,360, including brokerage commissions. The aggregate purchase price of the 772 shares of Series X Preferred Stock held in the Partners Managed Accounts is approximately $3,111,160, including brokerage commissions.

Percentage of Class

Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 11,782,723 Shares outstanding as of November 4, 2024, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024. As of the date hereof, the Reporting Persons and the Partners Managed Accounts hold an aggregate of 5,003 shares of Series X Preferred Stock, convertible into an aggregate of 5,003,000 Shares. Each share of Series X Preferred Stock is convertible into 1,000 Shares. The Reporting Persons and the Partners Managed Accounts do not have the right to convert any portion of the Series X Preferred Stock held by them to the extent that, after giving effect to such conversion, they, together with their Attribution Parties (as defined in the Series X Preferred Stock Certificate of Designation of Preferences, Rights and Limitations), would beneficially own a number of Shares in excess of 19.99% of the number of Shares outstanding immediately after giving effect to the issuance of Shares pursuant to such conversion (the "Series X Beneficial Ownership Limitation"). As of the date hereof, the Series X Beneficial Ownership Limitation prohibits the conversion of all the Series X Preferred Stock held by the Reporting Persons and the Partners Managed Accounts. As of the date hereof, (i) BVF beneficially owned 1,450,165 Shares, excluding 2,313,000 Shares issuable upon the conversion of certain Series X Preferred Stock held by it, representing percentage ownership of approximately 12.3% of the Shares outstanding, (ii) BVF2 beneficially owned 1,532,861 Shares, excluding 1,506,000 Shares issuable upon the conversion of certain Series X Preferred Stock held by it, representing percentage ownership of approximately 13.0% of the Shares outstanding, (iii) Trading Fund OS beneficially owned 0 Shares, excluding 412,000 Shares issuable upon the conversion of certain Series X Preferred Stock held by it, representing percentage ownership of 0% of the Shares outstanding, and (iv) 0 Shares were held in the Partners Managed Accounts, excluding 772,000 Shares issuable upon the conversion of certain Series X Preferred Stock held in the Partners Managed Accounts, representing percentage ownership of 0% of the Shares outstanding. BVF GP, as the general partner of BVF, may be deemed to beneficially own the 1,450,165 Shares beneficially owned by BVF, representing percentage ownership of approximately 12.3% of the Shares outstanding. BVF2 GP, as the general partner of BVF2, may be deemed to beneficially own the 1,532,861 Shares beneficially owned by BVF2, representing percentage ownership of approximately 13.0% of the Shares outstanding. Partners OS, as the general partner of Trading Fund OS, may be deemed to beneficially own 0 Shares, representing percentage ownership of 0% of the Shares outstanding. BVF GPH, as the sole member of each of BVF GP and BVF2 GP, may be deemed to beneficially own the 2,983,026 Shares beneficially owned in the aggregate by BVF and BVF2, representing percentage ownership of approximately 25.3% of the Shares outstanding. Partners, as the investment manager of BVF and BVF2, may be deemed to beneficially own the 2,983,026 Shares beneficially owned in the aggregate by BVF and BVF2, representing percentage ownership of approximately 25.3% of the Shares outstanding. BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 2,983,026 Shares beneficially owned by Partners, representing percentage ownership of approximately 25.3% of the Shares outstanding. Mr. Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own the 2,983,026 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 25.3% of the Shares outstanding.

Number of Shares

Item 5(b) is hereby amended and restated to read as follows: BVF shares with BVF GP voting and dispositive power over the Shares beneficially owned by BVF. BVF2 shares with BVF2 GP voting and dispositive power over the Shares beneficially owned by BVF2. Each of BVF GP and BVF2 GP shares with BVF GPH voting and dispositive power over the Shares each such entity beneficially owns. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the Shares they may be deemed to beneficially own with BVF, BVF GP, BVF2, BVF2 GP and BVF GPH.

Transactions

Item 5(c) is hereby amended to add the following: On January 24, 2025, the Reporting Persons sold an aggregate of 650,717 Shares for a price of $26.10 per Share in a private transaction as follows: 339,679 Shares sold by BVF, 85,776 Shares sold by BVF2, 75,287 Shares sold by Trading Fund OS, and 149,975 Shares sold by one of the Partners Managed Accounts. There were no other transactions by the Reporting Persons in the securities of the Issuer during the past sixty days.

XOMA Royalty Corp — Schedule 13D | 13D Filings