| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SPECTRUM PHARMACEUTICALS INC [ SPPI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/09/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.001 par value | 01/09/2018 | M | 8,818 | A | $11.34 | 1,797,865 | D | |||
| Common Stock, $0.001 par value | 01/09/2018 | M | 27,624 | A | $7.24 | 1,825,489 | D | |||
| Common Stock, $0.001 par value | 01/09/2018 | M | 478,495 | A | $4.65 | 2,303,984 | D | |||
| Common Stock, $0.001 par value | 01/09/2018 | M | 500,000 | A | $3.92 | 2,803,984 | D | |||
| Common Stock, $0.001 par value | 01/09/2018 | M | 985,444 | A | $6.87 | 3,789,428 | D | |||
| Common Stock, $0.001 par value | 01/09/2018 | M | 500,000 | A | $8.27 | 4,289,428 | D | |||
| Common Stock, $0.001 par value | 01/09/2018 | M | 955,847 | A | $11.34 | 5,245,275 | D | |||
| Common Stock, $0.001 par value | 01/09/2018 | M | 650,000 | A | $9.18 | 5,895,275 | D | |||
| Common Stock, $0.001 par value | 01/09/2018 | M | 622,376 | A | $7.24 | 6,517,651 | D | |||
| Common Stock, $0.001 par value | 01/09/2018 | M | 412,500 | A | $5.86 | 6,930,151 | D | |||
| Common Stock, $0.001 par value | 01/09/2018 | M | 58,480 | A | $6.69 | 6,988,631 | D | |||
| Common Stock, $0.001 par value | 01/09/2018 | F | 3,500,294(1) | D | $18.03 | 3,488,337(2) | D | |||
| Common Stock, $0.001 par value | 3,477,422(3) | I | By RS Irrevocable Trust | |||||||
| Common Stock, $0.001 par value | 498,894 | I | By CS Family Trust | |||||||
| Common Stock, $0.001 par value | 28,907 | I | By 401(k) | |||||||
| Common Stock, $0.001 par value | 40,000(4) | I | By ROTH IRA | |||||||
| Common Stock, $0.001 par value | 9,523 | I | By Spouse | |||||||
| Common Stock, $0.001 par value | 170,473 | I | By Shrotriya Gift Trust | |||||||
| Common Stock, $0.001 par value | 67,144 | I | By Shrotriya Family Foundation | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option Exercise (Right to Buy) | $11.34 | 01/09/2018 | M | 8,818 | 12/19/2015 | 12/17/2020 | Common Stock | 8,818 | $0.00 | 0 | D | ||||
| Stock Option Exercise (Right to Buy) | $7.24 | 01/09/2018 | M | 27,624 | 12/19/2017 | 12/17/2020 | Common Stock | 27,624 | $0.00 | 0 | D | ||||
| Stock Option Exercise (Right to Buy) | $4.65 | 01/09/2018 | M | 478,495 | 01/08/2013 | 01/08/2020 | Common Stock | 478,495 | $0.00 | 0 | D | ||||
| Stock Option Exercise (Right to Buy) | $3.92 | 01/09/2018 | M | 500,000 | 07/01/2013 | 07/01/2020 | Common Stock | 500,000 | $0.00 | 0 | D | ||||
| Stock Option Exercise (Right to Buy) | $6.87 | 01/09/2018 | M | 985,444 | 01/03/2014 | 12/17/2020 | Common Stock | 985,444 | $0.00 | 0 | D | ||||
| Stock Option Exercise (Right to Buy) | $8.27 | 01/09/2018 | M | 500,000 | 06/12/2014 | 12/17/2020 | Common Stock | 500,000 | $0.00 | 0 | D | ||||
| Stock Option Exercise (Right to Buy) | $11.34 | 01/09/2018 | M | 955,847 | 12/19/2015 | 12/17/2020 | Common Stock | 955,847 | $0.00 | 0 | D | ||||
| Stock Option Exercise (Right to Buy) | $9.18 | 01/09/2018 | M | 650,000 | 12/13/2016 | 12/17/2020 | Common Stock | 650,000 | $0.00 | 0 | D | ||||
| Stock Option Exercise (Right to Buy) | $7.24 | 01/09/2018 | M | 622,376 | 12/19/2017 | 12/17/2020 | Common Stock | 622,376 | $0.00 | 0 | D | ||||
| Stock Option Exercise (Right to Buy) | $5.86 | 01/09/2018 | M | 412,500 | 12/17/2017 | 12/17/2020 | Common Stock | 412,500 | $0.00 | 0 | D | ||||
| Stock Option Exercise (Right to Buy) | $6.69 | 01/09/2018 | M | 58,480 | 12/17/2017 | 12/17/2020 | Common Stock | 58,480 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents shares withheld by Spectrum to satisfy the Reporting Person's payment of the exercise price and tax withholding obligations. The shares have not been sold by the Reporting Person or by Spectrum. The shares have been cancelled by the transfer agent. |
| 2. Upon completion of the proposed contribution of shares to the RS Irrevocable Trust referenced in footnote 3 below, the shares included in this Form 4 shall all be held indirectly by the Reporting Person. |
| 3. Includes 1,627,888 shares previously owned directly which the reporting person contributed to the RS Irrevocable Trust on December 29, 2017 and 1,762,320 shares exercised by the reporting person on January 9, 2018 and reported on this Form 4. |
| 4. Includes 40,000 shares previously owned directly which the reporting person contributed to a ROTH IRA. |
| Remarks: |
| /s/ Kurt A. Gustafson, attorney-in-fact for Rajesh C. Shrotriya | 01/11/2018 | |
| ** 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. | ||