SEC Form 4 · accession 0001209191-16-137368
CASI Pharmaceuticals, Inc. · CASI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 14, 2016
Accepted (ET)
Aug 16, 2016 · 7:16 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000895051
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 14, 2016 | P | 585,790 | $0.01 | A | 4,823,181 | D | |
| Common StockF2 | Jul 20, 2016 | P | 98,271 | $0.01 | A | 4,921,452 | D | |
| Common StockF1,F3 | Jul 14, 2016 | P | 394,942 | $0.01 | A | 3,251,810 | I | See footnote |
| Common StockF2,F3 | Jul 20, 2016 | P | 66,255 | $0.01 | A | 3,318,065 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to Investment Agreements, dated Sept. 17, 2014 ("Closing Date"), Spectrum Pharmaceuticals, Inc., a Delaware corporation ("Spectrum") and Spectrum Pharmaceuticals Cayman, L.P. ("Spectrum Cayman"), were issued a contingent right to purchase shares of the Issuer's Common Stock, at par value, in order to maintain their respective post-investment equity ownership percentage as of the Closing Date (the "Contingent Right"), in the event Issuer issued securities (subject to limited exceptions) after the Closing Date. On June 24, 2016, the Issuer consummated the second tranche of a private placement of 4,906,118 shares of Common Stock and 981,223 warrants to certain Investors, which triggered the Contingent Right to Spectrum and Spectrum Cayman to purchase, in the aggregate, 980,732 shares of the Issuer's Common Stock. Spectrum and Spectrum Cayman exercised the Contingent Right and on July 14, 2016, the Issuer issued 585,790 shares to Spectrum and 394,942 shares to Spectrum Cayman.
- F2On July 5, 2016, the Issuer consummated the third tranche of a private placement of 823,045 shares of Common Stock and 164,609 warrants to certain Investors, which triggered the Contingent Right to Spectrum and Spectrum Cayman to purchase, in the aggregate, 164,526 shares of the Issuer's Common Stock. Spectrum and Spectrum Cayman exercised the Contingent Right and, on July 20, 2016, the Issuer issued 98,271 shares to Spectrum and 66,255 shares to Spectrum Cayman
- F3These securities are owned directly by Spectrum Cayman, which is owned 99% by Spectrum and 1% by Spectrum Pharmaceuticals International Holdings, LLC, a Delaware limited liability company. As a result, Spectrum may be deemed to share voting and dispositive power over the reported securities. Spectrum disclaims beneficial ownership in the shares held directly by Spectrum Cayman except to the extent of its pecuniary interest therein.