0001193805-22-000486.txt : 20220311 0001193805-22-000486.hdr.sgml : 20220311 20220311210301 ACCESSION NUMBER: 0001193805-22-000486 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220309 FILED AS OF DATE: 20220311 DATE AS OF CHANGE: 20220311 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMPERT MARK N CENTRAL INDEX KEY: 0001233840 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 22734899 MAIL ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 30TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P CENTRAL INDEX KEY: 0000918923 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 22734897 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF PARTNERS L P/IL CENTRAL INDEX KEY: 0001055947 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 22734898 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST. STREET 2: 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST. STREET 2: 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF INC/IL CENTRAL INDEX KEY: 0001056807 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 22734900 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND II LP CENTRAL INDEX KEY: 0001102444 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 22734895 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 44 MONTGOMERY STREET STREET 2: 40TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF GP HOLDINGS LLC CENTRAL INDEX KEY: 0001803809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 22734901 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-525-8830 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Biotechnology Value Trading Fund OS LP CENTRAL INDEX KEY: 0001660683 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 22734893 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (415) 525-8890 MAIL ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF Partners OS Ltd. CENTRAL INDEX KEY: 0001660684 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 22734902 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (415) 525-8890 MAIL ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF I GP LLC CENTRAL INDEX KEY: 0001803805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 22734896 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-525-8830 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF II GP LLC CENTRAL INDEX KEY: 0001803806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 22734894 BUSINESS ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-525-8830 MAIL ADDRESS: STREET 1: 44 MONTGOMERY ST., 40TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CTI BIOPHARMA CORP CENTRAL INDEX KEY: 0000891293 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 911533912 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3101 WESTERN AVENUE STREET 2: SUITE 800 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: 2062827100 MAIL ADDRESS: STREET 1: 3101 WESTERN AVENUE STREET 2: SUITE 800 CITY: SEATTLE STATE: WA ZIP: 98121 FORMER COMPANY: FORMER CONFORMED NAME: CELL THERAPEUTICS INC DATE OF NAME CHANGE: 19960321 4 1 form407422010_03112022.xml X0306 4 2022-03-09 0 0000891293 CTI BIOPHARMA CORP CTIC 0001055947 BVF PARTNERS L P/IL 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 1 0 1 1 See Remarks 0000918923 BIOTECHNOLOGY VALUE FUND L P 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 0 0 1 1 See Explanation of Responses 0001803805 BVF I GP LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO CA 94104 0 0 1 1 See Explanation of Responses 0001102444 BIOTECHNOLOGY VALUE FUND II LP 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001803806 BVF II GP LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001660683 Biotechnology Value Trading Fund OS LP P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 0 1 See Explanation of Responses 0001660684 BVF Partners OS Ltd. P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 0 1 See Explanation of Responses 0001803809 BVF GP HOLDINGS LLC 44 MONTGOMERY ST., 40TH FLOOR SAN FRANCISCO CA 94104 0 0 1 1 See Explanation of Responses 0001056807 BVF INC/IL 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 0 0 1 1 See Explanation of Responses 0001233840 LAMPERT MARK N 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 0 0 1 1 See Explanation of Responses Common Stock, par value $0.001 4085933 D Common Stock, par value $0.001 3059296 D Common Stock, par value $0.001 488879 D Common Stock, par value $0.001 1295582 I See footnote Common Stock, par value $0.001 43139 I See footnote Series X Convertible Preferred Stock 10000 Common Stock, par value $0.001 15940000 1594 D Series X Convertible Preferred Stock 10000 Common Stock, par value $0.001 12500000 1250 D Series X Convertible Preferred Stock 10000 Common Stock, par value $0.001 1910000 191 D Series X Convertible Preferred Stock 10000 Common Stock, par value $0.001 120000 12 I See footnote Series O Convertible Preferred Stock 2001 Common Stock, par value $0.001 3754000 5631 D Series O Convertible Preferred Stock 2001 Common Stock, par value $0.001 2426667 3640 D Series O Convertible Preferred Stock 2001 Common Stock, par value $0.001 682666 1024 D Series O Convertible Preferred Stock 2001 Common Stock, par value $0.001 1520000 2280 I See footnote Non-Qualified Stock Option (Right to Buy) 0.8411 2029-05-16 Common Stock, par value $0.001 120000 120000 I See footnote Non-Qualified Stock Option (Right to Buy) 4.61 2028-05-17 Common Stock, par value $0.001 60000 60000 I See footnote Stock Option (Right to Buy) 4.25 2027-02-22 Common Stock, par value $0.001 50000 50000 I See footnote Stock Option (Right to Buy) 3.30 2031-03-10 Common Stock, par value $0.001 80000 80000 I See footnote Series X1 Convertible Preferred Stock Common Stock, par value $0.001 3440000 344 D Series X1 Convertible Preferred Stock Common Stock, par value $0.001 2390000 239 D Series X1 Convertible Preferred Stock Common Stock, par value $0.001 170000 17 D Stock Option (Right to Buy) 4.49 2022-03-09 4 A 0 80000 0 A 2032-03-09 Common Stock, par value $0.001 80000 80000 I See footnote This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock, par value $0.001 (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF. Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS. Securities held in certain Partners managed accounts (the "Partners Managed Accounts"). Partners, as the investment manager of the Partners Managed Accounts, may be deemed to beneficially own the securities held by the Partners Managed Accounts. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities held by the Partners Managed Accounts. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities held by the Partners Managed Accounts. The Series X Convertible Preferred Stock, par value $0.001 per share (the "Series X Preferred Stock") are convertible into shares of Common Stock at any time at the option of the holder thereof. Each share of Series X Preferred Stock is convertible into 10,000 shares of Common Stock. The Series X Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion. The Series O Convertible Preferred Stock, par value $0.001 per share (the "Series O Preferred Stock") have no expiration date, and are convertible upon issuance; the conversion ratio is 667 shares of Common Stock for 1 share of Series O Preferred Stock. The Series O Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion. Shares of Series X Preferred Stock acquired pursuant to the terms and conditions of a backstop commitment made by certain of the Reporting Persons in connection with the Issuer's rights offering. This stock option was granted on March 10, 2021 and vested on the first to occur of (i) the date that is twelve months after the date of grant, and (ii) immediately prior to the first annual meeting of the Issuer's stockholders in 2022 at which one or more members of the Issuer's Board of Directors are to be elected, subject to Matthew Perry's continued service through such date or event. Partners, BVF Inc. and Mr. Lampert may be deemed to have a pecuniary interest in the securities reported owned herein due to a certain agreement between Partners and Mr. Perry, who serves on the Issuer's Board of Directors and as a member of Partners, pursuant to which Mr. Perry is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the securities reported owned herein to Partners. As such, Mr. Perry disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein. The option vested on the first to occur of (i) the date that is twelve months after the date of grant, and (ii) immediately prior to the first annual meeting of the Issuer's stockholders in 2020 at which one or more members of the Issuer's Board of Directors are to be elected, subject to Mr. Perry's continued service through such date or event. This stock option was granted on May 17, 2018 and vested on the first to occur of (i) the date that was twelve months after the date of grant, and (ii) immediately prior to the first annual meeting of the Issuer's stockholders in 2019 at which one or more members of the Issuer's Board of Directors are to be elected, subject to Mr. Perry's continued service through such date or event. This stock option was granted on February 23, 2017, and vested on the first to occur of (i) the date that was twelve months after the date of grant, (ii) the first annual meeting of the Issuer's stockholders in 2018 at which one or more members of the Issuer's Board of Directors was elected, or (iii) immediately prior to the occurrence of a Change of Control (as such term is defined in the Issuer's 2015 Equity Incentive Plan). The Series X1 Convertible Preferred Stock, par value $0.001 per share (the "Series X1 Preferred Stock") have no expiration date, and are convertible upon issuance; the conversion ratio is 10,000 shares of Common Stock for 1 share of Series X1 Preferred Stock. The Series X1 Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion. This stock option vests on the first to occur of (i) the date that is twelve months after the date of grant, and (ii) immediately prior to the first annual meeting of the Issuer's stockholders in 2023 at which one or more members of the Issuer's Board of Directors are to be elected, subject to the Mr. Perry's continued service through such date or event. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Partners may be deemed to be a director by deputization of the Issuer due to a member of Partners, Mr. Perry, serving on the Board of Directors of the Issuer, and his agreement to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the securities reported owned herein to Partners. BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2022-03-11 Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 2022-03-11 BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2022-03-11 Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 2022-03-11 BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2022-03-11 BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2022-03-11 Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2022-03-11 BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2022-03-11 BVF Inc., By: /s/ Mark N. Lampert, President 2022-03-11 /s/ Mark N. Lampert 2022-03-11