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*
BERNS PAUL L

(Last) (First) (Middle)
11080 CIRCLEPOINT ROAD
SUITE 200

(Street)
WESTMINSTER CO 80020

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ALLOS THERAPEUTICS INC [ ALTH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/22/2010
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)
Code V Amount (A) or (D) Price
Common Stock 02/22/2010 A 100,000(1) A $0 234,167 D
Common Stock 02/23/2010 S 4,304(2) D $7.5119(3) 229,863 D
Common Stock 02/24/2010 S 7,362(2) D $7.5748(4) 222,501 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $7.56 02/22/2010 A 170,000(5) 02/22/2011 02/22/2020 Common Stock 170,000 $7.56 170,000 D
Explanation of Responses:
1. Represents shares of common stock subject to restricted stock units ("RSUs") awarded under the Company's 2008 Equity Incentive Plan (the "Plan"). The RSUs vest in a series of four (4) successive equal annual installments over the four (4)-year period measured from the Vesting Commencement Date, subject to Participant's Continuous Service through each such date.
2. The transactions reported on this Form 4 were effected pursuant to a 10b5-1 plan under which Mr. Berns sold a portion of his holdings for tax and estate planning purposes.
3. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $7.49 to $7.53. Upon request of the SEC staff, Allos Therapeutics, Inc. (the "Company") or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
4. The price represents the weighted average sale price for multiple transactions reported on this line. The prices of the transactions ranged from $7.53 to $7.63. Upon request of the SEC staff, Allos Therapeutics, Inc. (the "Company") or a security holder of the Company, the reporting person will provide full information regarding the number of shares sold at each separate price.
5. Stock options vest according to the following schedule: Twelve forty-eighths of the total number of shares subject to this option shall vest twelve (12) months after the vesting commencement date and an additional one forty-eighths (1/48) of the total number of shares subject to the option become exercisable each one-month period thereafter, until all such shares are exercisable.
/s/ David C. Clark, Attorney-in-Fact for Paul L. Berns 02/24/2010
** 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.