SEC Form 4 · accession 0000921895-18-000533
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
Feb 8, 2018
Accepted (ET)
Feb 12, 2018 · 9:59 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 Stock, par value $0.001F1,F6,F7,F2 | Feb 9, 2018 | D | 3,566,549 | — | D | 0 | D | |
| Common Stock, par value $0.001F1,F6,F7,F3 | Feb 9, 2018 | D | 2,295,083 | — | D | 0 | D | |
| Common Stock, par value $0.001F1,F6,F7,F4 | Feb 9, 2018 | D | 651,074 | — | D | 0 | D | |
| Common Stock, par value $0.001F1,F6,F7,F5 | Feb 9, 2018 | D | 1,487,294 | — | D | 596,357 | I | Please see footnote |
| Common Stock, par value $0.001F1,F2 | Feb 9, 2018 | P | 3,041,120 | $3.00 | A | 3,041,120 | D | |
| Common Stock, par value $0.001F1,F3 | Feb 9, 2018 | P | 2,109,280 | $3.00 | A | 2,109,280 | D | |
| Common Stock, par value $0.001F1,F4 | Feb 9, 2018 | P | 483,708 | $3.00 | A | 483,708 | D | |
| Common Stock, par value $0.001F1,F5 | Feb 9, 2018 | P | 699,225 | $3.00 | A | 1,295,582 | 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 N Preferred StockF1,F6,F7,F2,F8 | — | Feb 9, 2018 | D | 281 | D | — | — | Common Stock,par value $0.001 | 187,427 | 0 | D |
| Series N Preferred StockF1,F6,F7,F3,F8 | — | Feb 9, 2018 | D | 197 | D | — | — | Common Stock,par value $0.001 | 131,399 | 0 | D |
| Series N Preferred StockF1,F6,F7,F4,F8 | — | Feb 9, 2018 | D | 48 | D | — | — | Common Stock,par value $0.001 | 32,016 | 0 | D |
| Series N Preferred StockF1,F6,F7,F5,F8 | — | Feb 9, 2018 | D | 49 | D | — | — | Common Stock,par value $0.001 | 32,683 | 0 | I |
| Series O Preferred StockF1,F6,F7,F2,F9 | — | Feb 9, 2018 | A | 5,631 | A | — | — | Common Stock,par value $0.001 | 3,754,000 | 5,631 | D |
| Series O Preferred StockF1,F6,F7,F3,F9 | — | Feb 9, 2018 | A | 3,640 | A | — | — | Common Stock,par value $0.001 | 2,426,667 | 3,640 | D |
| Series O Preferred StockF1,F6,F7,F4,F9 | — | Feb 9, 2018 | A | 1,024 | A | — | — | Common Stock,par value $0.001 | 682,666 | 1,024 | D |
| Series O Preferred StockF1,F6,F7,F5,F9 | — | Feb 9, 2018 | A | 2,280 | A | — | — | Common Stock,par value $0.001 | 1,520,000 | 2,280 | 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.
- F6On February 8, 2018, certain of the Reporting Persons entered into an exchange agreement with the Issuer, which was approved by the Board of Directors of the Issuer (the "Exchange Agreement") pursuant to which certain of the Reporting Persons agreed to exchange 8,000,000 shares of the Issuer's Common Stock, and 575 shares of the Issuer's Series N Preferred Stock, par value $0.001 per share (the "Series N Preferred Stock"), that the Reporting Persons owned into an aggregate of 12,575 shares of the Company's Series O Preferred Stock, par value $0.001 per share (the "Series O Preferred Stock"). The 12,575 shares of Series O Preferred Stock is convertible into an aggregate of 8,383,333 shares of Common Stock provided, however, certain of the Series O Preferred Stock may not be may not be converted if, after such conversion, the Reporting Persons would reach the Beneficial Ownership Limitation (as defined below).
- F7Pursuant to the Exchange Agreement, BVF exchanged 3,566,549 shares of Common Stock and 281 shares of Series N Preferred Stock for 5,631 shares of Series O Preferred Stock, BVF2 exchanged 2,295,083 shares of Common Stock and 197 shares of Series N Preferred Stock for 3,640 shares of Series O Preferred Stock, Trading Fund OS exchanged for 651,074 shares of Common Stock and 48 shares of Series N Preferred Stock for 1,024 Series O Preferred Stock, and 1,487,294 shares of Common Stock and 49 shares of Series N Preferred Stock held in the Partners Managed Accounts were exchanged for 2,280 shares of Series O Preferred Stock.
- F8The Issuer's Series N Preferred Stock had no expiration date, and were convertible upon issuance at a conversion price of $3.00 per share of underlying Common Stock (the "Series N Conversion Price"). The Series N Preferred Stock had a stated value of $2,000 per share (the "Series N Stated Value"), were convertible into Common Stock at a ratio determined by dividing the Series N Stated Value by the Series N Conversion Price.
- F9The Issuer's Series O Preferred Stock has no expiration date, and are convertible upon issuance; the conversion ratio is 667 shares of Common Stock for 1 share of Series O Preferred Stock. The Series O Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion (the "Beneficial Ownership Limitation").