SEC Form 4 · accession 0000921895-17-000056
CTI BIOPHARMA CORP · CTIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Matthew D Perry
Director · Other
Period of report
Jan 11, 2017
Accepted (ET)
Jan 13, 2017 · 6:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000891293
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F1 | Jan 11, 2017 | M | 8,403 | — | A | 8,403 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F3,F2 | — | Jan 11, 2017 | M | 8,403 | D | — | — | Common Stock | 0 | 0 | D |
| Restricted Stock UnitsF1,F4,F2 | — | holding | — | — | — | — | — | Common Stock | 34,736 | 34,736 | D |
Explanation of responses
- F1The Reporting Person may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.
- F2Each restricted stock unit represents the right to receive, at settlement, one share of CTIC common stock. On December 9, 2016, the Issuer announced that the Board of Directors of the Issuer (the "Board") approved a reverse stock split in order to regain compliance with certain NASDAQ requirements. Upon the effectiveness of the reverse stock split, each of the Issuer's shareholders received one new share of the Issuer's Common Stock for every ten shares of the Common Stock that such shareholder held (the "Reverse Stock Split"). As such, pursuant to the Reverse Stock Split, the 347,360 restricted stock units ("RSUs") and corresponding right to receive 347,360 shares of Common Stock, and 84,034 RSUs and corresponding right to receive 84,034 shares of Common Stock, as previously reported, became 34,736 RSUs and corresponding right to receive 34,736 shares of Common Stock, and 8,403 RSUs and corresponding right to receive 8,403 shares of Common Stock, respectively.
- F3These restricted stock units were scheduled to vest on the first to occur of (i) the date that is twelve months after the date of grant, (ii) the first annual meeting of CTIC's shareholders in 2017 at which one or more members of the Board are to be elected, or (iii) immediately prior to the occurrence of a Change of Control (as such term is defined in CTIC's 2015 Equity Incentive Plan), subject to the Reporting Person's continued service through such date or event.
- F4This restricted stock unit was granted on April 29, 2016 and scheduled to vest twelve months after grant date or, if earlier, the first annual meeting of CTIC's shareholders in 2017 at which one or more members of the Board are to be elected.