UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-C REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ INTERDEALER QUOTATION SYSTEM Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule 13a-17 or 15d-17 thereunder XOMA Corporation (Exact name of issuer as specified in charter) 2910 Seventh Street, Berkeley, California 94710 (Address of principal executive offices) Issuer's telephone number, including area code (415) 644-1170 I. CHANGE IN NUMBER OF SHARES OUTSTANDING Indicate any change (increase or decrease) of 5% or more in the number of shares outstanding: 1. Title of security: Common Stock, par value $.0005 per share 2. Number of shares outstanding before the change: 28,312,868 3. Number of shares outstanding after the change: 31,581,420 4. Effective date of change: April 22, 1996 5. Method of change: Specify method (such as merger, acquisition, exchange, distribution, stock split, reverse split, acquisition of stock for treasury, etc.): Conversions of convertible debentures and private placements of Common Stock Give brief description of transaction: conversions of convertible debentures previously issued into shares of Common Stock and issuance of shares of Common Stock in private placements II. CHANGE IN NAME OF ISSUER 1. Name prior to change: 2. Name after change: 3. Effective date of charter amendment changing name: 4. Date of shareholder approval of change, if required: Date April 23, 1996 /s/ Christopher J. Margolin ------------------------- -------------------------------- (Officer's signature & title) Christopher J. Margolin Vice President, General Counsel and Secretary