SEC Form 4 · accession 0000947871-17-000464
CTI BIOPHARMA CORP · CTIC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Samuel D Isaly
10% Owner
ORBIMED ADVISORS LLC
10% Owner
OrbiMed Capital GP VI LLC
10% Owner
Period of report
Jun 13, 2017
Accepted (ET)
Jun 15, 2017 · 5:40 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 StockF1,F4 | Jun 13, 2017 | C | 5,000,000 | $0.00 | A | 5,000,000 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series N-3 Preferred StockF3,F1,F4,F2 | — | Jun 13, 2017 | C | 7,500 | D | — | — | Common Stock | 5,000,000 | 0 | I |
Explanation of responses
- F1The reportable securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the sole managing member of GP VI. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of, and holder of a controlling interest in, Advisors. By virtue of such relationships, GP VI, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F2Each share of the Issuer's Series N-3 Preferred Stock ("Preferred Stock") beneficially owned by the Reporting Persons converted into a number of shares of the Issuer's common stock, no par value per share, determined by dividing the stated value of each share of Preferred Stock (which is $2,000) by $3.00. Such conversion is reflected in the number of Shares of common stock reported in column 7 as underlying the security. The Preferred Stock has no expiration date.
- F3The purchase price for the Preferred Stock was $2,000 per share.
- F4This report on Form 4 is jointly filed by GP VI, Advisors, and Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.