SEC Form 4 · accession 0001209191-17-067043
CASI Pharmaceuticals, Inc. · CASI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 22, 2017
Accepted (ET)
Dec 22, 2017 · 3:38 pm EST
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 | Dec 22, 2017 | P | 907,356 | $0.01 | A | 6,897,413 | D | |
| Common StockF1,F2 | Dec 22, 2017 | P | 611,740 | $0.01 | A | 4,650,262 | I | See footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to Investment Agreements dated 9/17/14 ("Closing Date") Spectrum Pharmaceuticals, Inc. ("Spectrum") and Spectrum Pharmaceuticals Cayman, L.P.("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 ("Contingent Right") in the event Issuer issued securities after the Closing Date. On 10/17/17,10/23/17 and 11/20/17 respectively the Issuer held closings of a registered direct public offering resulting in the issuance of an aggregate of 7,951,865 shares of its common stock and warrants exercisable for up to 1,590,373 shares of its common stock to certain investors which triggered the Contingent Right to Spectrum and Cayman to purchase in the aggregate 1,519,096 shares of Issuer's Common Stock. Spectrum and Cayman exercised the Contingent Right and on 12/22/17 the Issuer issued 907,356 shares to Spectrum and 611,740 shares to Cayman.
- F2These securities are owned directly by 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 Cayman except to the extent of its pecuniary interest therein.