SEC Form 4 · accession 0001209191-16-147721
CASI Pharmaceuticals, Inc. · CASI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Oct 28, 2016
Accepted (ET)
Nov 1, 2016 · 6:51 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 | Oct 28, 2016 | P | 773,790 | $0.01 | A | 5,695,242 | D | |
| Common StockF2 | Oct 28, 2016 | P | 294,815 | $0.01 | A | 5,990,057 | D | |
| Common StockF1,F3 | Oct 28, 2016 | P | 521,692 | $0.01 | A | 3,839,757 | I | See footnote |
| Common StockF2,F3 | Oct 28, 2016 | P | 198,765 | $0.01 | A | 4,038,522 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to Investment Agreements, dated 9/17/2014 (the "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 10/3/2016, the Issuer consummated a fourth tranche of a private placement of 6,480,655 shares of Common Stock and 1,296,129 warrants to certain Investors, which triggered the Contingent Right to Spectrum and Spectrum Cayman to purchase, in the aggregate, 1,295,482 shares of Issuer Common Stock. Spectrum and Spectrum Cayman exercised the Contingent Right and on 10/28/2016, the Issuer issued 773,790 shares to Spectrum and 521,692 shares to Spectrum Cayman.
- F2On October 24, 2016, the Issuer consummated a private placement of 2,469,135 shares of Common Stock and 493,827 warrants to certain Investors, which triggered the Contingent Right to Spectrum and Spectrum Cayman to purchase, in the aggregate, 493,580 shares of the Issuer's Common Stock. Spectrum and Spectrum Cayman exercised the Contingent Right and, on October 28, 2016, the Issuer issued 294,815 shares to Spectrum and 198,765 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.