SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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

OMB APPROVAL

OMB Number:		3235-0362
Expires:	January 31, 2014
Estimated average burden
hours per response:		1.0

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

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SHROTRIYA RAJESH C MD

(Last)

(First)

(Middle)

11500 S. EASTERN AVE.

SUITE 240

(Street)

HENDERSON

89052

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPECTRUM PHARMACEUTICALS INC [ SPPI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, CEO & President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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, $.001 Par Value	01/12/2011		G ⁽¹⁾	4,030	D	$0.00	2,554,011	D
Common Stock, $.001 Par Value	08/09/2011		G ⁽²⁾	3,354	D	$0.00	2,554,011	D
Common Stock, $.001 Par Value	12/28/2011		G ⁽³⁾	50,000	D	$0.00	2,554,011	D
Common Stock, $.001 Par Value	12/28/2011		G ⁽⁴⁾	50,000	A	$0.00	2,554,011	I	By Self ⁽⁴⁾

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)	4. Transaction Code (Instr. 8)	(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)	$4.23	10/04/2011		G ⁽⁵⁾		90,750	01/01/2009	01/01/2016	Common Stock	90,750	$0.00	0	D
Stock Option (right to buy)	$4.23	10/04/2011		G ⁽⁵⁾	90,750		01/01/2009	01/01/2016	Common Stock	90,750	$0.00	90,750	I	By Spouse ⁽⁵⁾
Stock Option (right to buy)	$5.08	10/04/2011		G ⁽⁵⁾		150,000	09/26/2009	09/26/2016	Common Stock	150,000	$0.00	0	D
Stock Option (right to buy)	$5.08	10/04/2011		G ⁽⁵⁾	150,000		09/26/2009	09/26/2016	Common Stock	150,000	$0.00	150,000	I	By Spouse ⁽⁵⁾
Stock Option (right to buy)	$5.53	10/04/2011		G ⁽⁵⁾		332,015	01/01/2010	01/01/2017	Common Stock	332,015	$0.00	0	D
Stock Option (right to buy)	$5.53	10/04/2011		G ⁽⁵⁾	332,015		01/01/2010	01/01/2017	Common Stock	332,015	$0.00	332,015	I	By Spouse ⁽⁵⁾
Stock Option (right to buy)	$3.15	10/04/2011		G ⁽⁵⁾		100,000	12/06/2010	12/06/2017	Common Stock	100,000	$0.00	0	D
Stock Option (right to buy)	$3.15	10/04/2011		G ⁽⁵⁾	100,000		12/06/2010	12/06/2017	Common Stock	100,000	$0.00	100,000	I	By Spouse ⁽⁵⁾
Stock Option (right to buy)	$2.55	10/04/2011		G ⁽⁵⁾		500,000	03/25/2009	03/25/2018	Common Stock	500,000	$0.00	0	D
Stock Option (right to buy)	$2.55	10/04/2011		G ⁽⁵⁾	500,000		03/25/2009	03/25/2018	Common Stock	500,000	$0.00	500,000	I	By Spouse ⁽⁵⁾
Stock Option (right to buy)	$4.23	10/04/2011		G ⁽⁶⁾		38,498	01/01/2009	01/01/2016	Common Stock	38,498	$0.00	0	D
Stock Option (right to buy)	$4.23	10/04/2011		G ⁽⁶⁾	38,498		01/01/2009	01/01/2016	Common Stock	38,498	$0.00	38,498	I	By Spouse ⁽⁶⁾
Stock Option (right to buy)	$6.09	10/04/2011		G ⁽⁶⁾		375,000	06/26/2011	06/26/2019	Common Stock	375,000	$0.00	0	D
Stock Option (right to buy)	$6.09	10/04/2011		G ⁽⁶⁾	375,000		06/26/2011	06/26/2019	Common Stock	375,000	$0.00	375,000	I	By Spouse ⁽⁶⁾
Stock Option (right to buy)	$4.65	10/04/2011		G ⁽⁶⁾		250,000	01/08/2011	01/08/2020	Common Stock	250,000	$0.00	0	D
Stock Option (right to buy)	$4.65	10/04/2011		G ⁽⁶⁾	250,000		01/08/2011	01/08/2020	Common Stock	250,000	$0.00	250,000	I	By Spouse ⁽⁶⁾
Stock Option (right to buy)	$3.92	10/04/2011		G ⁽⁶⁾		250,000	07/01/2011	07/01/2020	Common Stock	250,000	$0.00	0	D
Stock Option (right to buy)	$3.92	10/04/2011		G ⁽⁶⁾	250,000		07/01/2011	07/01/2020	Common Stock	250,000	$0.00	250,000	I	By Spouse ⁽⁶⁾
Stock Option (right to buy)	$6.87	10/04/2011		G ⁽⁶⁾		250,000	01/03/2011	01/03/2021	Common Stock	250,000	$0.00	0	D
Stock Option (right to buy)	$6.87	10/04/2011		G ⁽⁶⁾	250,000		01/03/2011	01/03/2021	Common Stock	250,000	$0.00	250,000	I	By Spouse ⁽⁶⁾
Stock Option (right to buy)	$8.27	10/04/2011		G ⁽⁶⁾		125,000	06/12/2011	06/12/2021	Common Stock	125,000	$0.00	0	D
Stock Option (right to buy)	$8.27	10/04/2011		G ⁽⁶⁾	125,000		06/12/2011	06/12/2021	Common Stock	125,000	$0.00	125,000	I	By Spouse ⁽⁶⁾

Explanation of Responses:

1. This transaction involved a gift of securities by the reporting person to his adult children, who do not share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his adult children, and this report should not be deemed an admission that the reporting person is the beneficial owner of his children's shares for purposes of Section 16 or any other purpose.

2. This transaction involved a gift of securities by the reporting person to a trust for the benefit of his grandson, who does not share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by this trust, and this report should not be deemed an admission that the reporting person is the beneficial owner of the trust's shares for purposes of Section 16 or any other purpose.

3. This transaction involved a gift of securities by the reporting person to the Shrotriya Family Foundation, a Nevada nonprofit corporation, changing the reporting person's ownership form from direct to indirect.

4. The Shrotriya Family Foundation, a Nevada Nonprofit corporation, received the shares as a gift from the reporting person who serves as a director and officer of the Shrotriya Family Foundation.

5. Transfer for estate planning purposes. Indirect beneficial ownership through spouse, as trustee of the Shrotriya Gift Trust.

6. Transfer for estate planning purposes. Indirect beneficial ownership through spouse, as trustee of the Shrotriya Annuity Trust.

Remarks:

	Brett L. Scott, attorney-in-fact for Rajesh C. Shrotriya	02/14/2012
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.