SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MAIER PAUL V

(Last)

(First)

(Middle)

C/O TALON THERAPEUTICS, INC.

400 OYSTER POINT BLVD, SUITE 200

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Talon Therapeutics, Inc. [ TLON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/17/2013		D		1,750	D	⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$3.6	07/17/2013		D			10,000	⁽²⁾	03/13/2018	Common Stock	10,000	$0	0	D
Stock Option (right to buy)	$2.92	07/17/2013		D			2,500	⁽²⁾	06/13/2018	Common Stock	2,500	$0	0	D
Stock Option (right to buy)	$0.56	07/17/2013		D			12,500	⁽²⁾	02/24/2019	Common Stock	12,500	$0	0	D
Stock Option (right to buy)	$0.76	07/17/2013		D			12,500	⁽²⁾	02/16/2020	Common Stock	12,500	$0	0	D
Stock Option (right to buy)	$0.77	07/17/2013		D			47,000	⁽²⁾	04/01/2021	Common Stock	47,000	$0	0	D
Stock Option (right to buy)	$0.905	07/17/2013		D			47,000	⁽²⁾	02/17/2022	Common Stock	47,000	$0	0	D
Stock Option (right to buy)	$0.64	07/17/2013		D			47,000	⁽²⁾	01/25/2023	Common Stock	47,000	$0	0	D

Explanation of Responses:

1. The reporting person received $0.056 per share plus one contingent value right (CVR) per share in accordance with the terms of a Stock Purchase Agreement by and among Talon Therapeutics, Inc., Spectrum Pharmaceuticals, Inc. and Eagle Acquisition Merger Sub, Inc. dated July 16, 2013 (the "Purchase Agreement"). Each CVR represents the right to receive a maximum future cash payment of approximately $0.968 per CVR from Spectrum based upon the achievement of certain sales and regulatory milestones.

2. This stock option was cancelled pursuant to the terms of the Purchase Agreement.

Remarks:

	/s/ Christopher J. Melsha as Attorney-in-Fact for Paul V. Maier pursuant to Power of Attorney previously filed.	07/18/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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