SEC Form 4 · accession 0000921895-17-001781
CTI BIOPHARMA CORP · CTIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BVF PARTNERS L P/IL
10% Owner
Inc/il Bvf
10% Owner
Mark N Lampert
10% Owner
BVF Partners OS Ltd.
Other
Period of report
Jun 9, 2017
Accepted (ET)
Jun 14, 2017 · 4:02 pm EDT
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 Stock, no par value per shareF1,F7,F8,F2 | Jun 9, 2017 | C | 2,007,333 | — | A | 3,566,549 | D | |
| Common Stock, no par value per shareF1,F7,F8,F3 | Jun 9, 2017 | C | 1,410,000 | — | A | 2,295,083 | D | |
| Common Stock, no par value per shareF1,F7,F8,F4 | Jun 9, 2017 | C | 342,000 | — | A | 651,074 | D | |
| Common Stock, no par value per shareF1,F7,F8,F5 | Jun 9, 2017 | C | 357,333 | — | A | 2,083,651 | I | Please see footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series N3 Preferred Stock, no par value per shareF1,F7,F2,F6,F8 | — | Jun 9, 2017 | P | 3,292 | A | — | — | Common Stock, no par value per share | 2,194,667 | 3,292 | D |
| Series N3 Preferred Stock, no par value per shareF1,F7,F3,F6,F8 | — | Jun 9, 2017 | P | 2,312 | A | — | — | Common Stock, no par value per share | 1,541,333 | 2,312 | D |
| Series N3 Preferred Stock, no par value per shareF1,F7,F4,F6,F8 | — | Jun 9, 2017 | P | 561 | A | — | — | Common Stock, no par value per share | 374,000 | 561 | D |
| Series N3 Preferred Stock, no par value per shareF1,F7,F5,F6,F8 | — | Jun 9, 2017 | P | 585 | A | — | — | Common Stock, no par value per share | 390,000 | 585 | I |
| Series N3 Preferred Stock, no par value per shareF1,F7,F2,F6,F8 | — | Jun 9, 2017 | C | 3,011 | D | — | — | Common Stock, no par value per share | 2,007,333 | 281 | D |
| Series N3 Preferred Stock, no par value per shareF1,F7,F3,F6,F8 | — | Jun 9, 2017 | C | 2,115 | D | — | — | Common Stock, no par value per share | 1,410,000 | 197 | D |
| Series N3 Preferred Stock, no par value per shareF1,F7,F4,F6,F8 | — | Jun 9, 2017 | C | 513 | D | — | — | Common Stock, no par value per share | 342,000 | 48 | D |
| Series N3 Preferred Stock, no par value per shareF1,F7,F5,F6,F8 | — | Jun 9, 2017 | C | 536 | D | — | — | Common Stock, no par value per share | 357,333 | 49 | I |
Explanation of responses
- F1This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
- F2Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
- F3Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
- F4Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
- F5Securities held in certain Partners managed accounts (the "Partners Managed Accounts"). Partners, as the investment manager of the Partners Managed Accounts may be deemed to beneficially own the securities held by the Partners Managed Accounts.
- F6The Issuer's Series N-3 Preferred Stock ("Preferred Stock") has no expiration date, and are convertible upon issuance; provided, however, that the Beneficial Ownership Conversion Limit (defined below) has not been reached by an exchanging stockholder. The Reporting Persons purchased a total of 6,750 shares of Preferred Stock. After the conversion of 6,175 Preferred Stock, the Reporting Persons reached the Beneficial Ownership Conversion Limit (defined below). Accordingly, 575 shares of Preferred Stock have not been converted to Common Stock.
- F7This Form 4 is filed in connection with the purchase by the Reporting Persons of a total of 6,750 shares of Preferred Stock, convertible for a total of approximately 4,500,000 shares of Common Stock. Pursuant to the terms of the Preferred Stock offering, the Reporting Persons have an ongoing right to convert the Preferred Stock, accordingly, on June 9, 2017, the Reporting Persons converted an aggregate of 6,175 shares of Preferred Stock into approximately 4,116,666 shares of Common Stock at a conversion price of $3.00 per share of underlying Common Stock, (the "Conversion Price"); provided, however, certain of the Preferred Stock could not be converted by the Reporting Persons, because the Reporting Persons may be deemed to beneficially own 19.99% of the issued and outstanding Common Stock, calculated as provided in the certificate of designation establishing the Preferred Stock (the "Beneficial Ownership Conversion Limit").
- F8Preferred Stock (defined above), with a stated value of $2,000 per share (the "Stated Value"), are convertible into Common Stock at a ratio determined by dividing the Stated Value by the Conversion Price.