SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* New Leaf Ventures II, L.P. (Last) (First) (Middle) C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/18/2012	3. Issuer Name and Ticker or Trading Symbol MEI Pharma, Inc. [ MEIP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,000,000	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	12/18/2012	12/18/2017	Common Stock	2,100,000	$3.12	D(1)

1. Name and Address of Reporting Person* New Leaf Ventures II, L.P. (Last) (First) (Middle) C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* New Leaf Venture Associates II, L.P. (Last) (First) (Middle) C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* New Leaf Venture Management II, L.L.C. (Last) (First) (Middle) C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Chambon Philippe O. (Last) (First) (Middle) C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NIEDEL JAMES (Last) (First) (Middle) C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HUNT RONALD (Last) (First) (Middle) C/O NEW LEAF VENTURES TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502 (Street) NEW YORK NY 10036 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Lathi Vijay K (Last) (First) (Middle) C/O NEW LEAF VENTURES 2500 SAND HILL ROAD, SUITE 203 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Delagardelle Jeani (Last) (First) (Middle) C/O NEW LEAF VENTURES 2500 SAND HILL ROAD, SUITE 203 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AKKARAJU SRINIVAS (Last) (First) (Middle) C/O NEW LEAF VENTURES 2500 SAND HILL ROAD, SUITE 203 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities are directly held by New Leaf Ventures II, L.P. ("NLV II") and indirectly held by New Leaf Venture Associates II, L.P. ("NLV Associates II"), the sole general partner of NLV II, New Leaf Venture Management II, L.L.C. ("NLV Management II"), the sole general partner of NLV Associates II, and the individual managers of NLV Management II (NLV Associates II, NLV Management II and the individual managers of NLV Management II each, an "Indirect Reporting Person"). The individual managers of NLV Management II filing jointly with NLV II, NLV Associates II and NLV Management II are Philippe O. Chambon, James Niedel, Ronald Hunt, Vijay Lathi, Jeani Delagardelle and Srinivas Akkaraju. Each Indirect Reporting Person disclaims beneficial ownership of such portion of the NLV II shares in which such Indirect Reporting Person has no actual pecuniary interest therein.

Remarks:

	/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P., the sole general partner of New Leaf Ventures II, L.P.	12/28/2012
	/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P.	12/28/2012
	/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C.	12/28/2012
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Philippe O. Chambon	12/28/2012
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for James Niedel	12/28/2012
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Ronald Hunt	12/28/2012
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Vijay Lathi	12/28/2012
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Jeani Delagardelle	12/28/2012
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Srinivas Akkaraju	12/28/2012
	** 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 5 (b)(v).
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