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*
SPECTRUM PHARMACEUTICALS INC

(Last) (First) (Middle)
11500 SOUTH EASTERN AVENUE, SUITE 240

(Street)
HENDERSON NV 89052

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/05/2012
4. 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 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 09/05/2012 P 130,854,840(1) A $1.82 1,000(2) 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
1. Name and Address of Reporting Person*
SPECTRUM PHARMACEUTICALS INC

(Last) (First) (Middle)
11500 SOUTH EASTERN AVENUE, SUITE 240

(Street)
HENDERSON NV 89052

(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*
SAPPHIRE ACQUISITION SUB, INC.

(Last) (First) (Middle)
C/O SPECTRUM PHARMACEUTICALS, INC.
11500 SOUTH EASTERN AVENUE, SUITE 240

(Street)
HENDERSON NV 89052

(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. Reflects all outstanding shares of Allos Therapeutics, Inc. ("Allos") not acquired in the tender offer described in the Tender Offer Statement on Schedule TO, as amended and supplemented, initially filed with the Securities and Exchange Commission on April 16, 2012 (the "Tender Offer") by Spectrum Pharmaceuticals, Inc. ("Spectrum") and Sapphire Acquisition Sub, Inc. ("Merger Sub"). On September 5, 2012, following completion of the Tender Offer, Allos merged with Merger Sub, with Allos surviving the merger as a wholly owned subsidiary of Spectrum pursuant to a "short-form merger" under Delaware law (the "Merger"). Outstanding shares of Allos not tendered in the Tender Offer are deemed acquired by Spectrum and Merger Sub upon consummation of the Merger.
2. Prior to the Merger, Spectrum held 1,000 shares of the common stock of Merger Sub, which represented all of the issued and outstanding capital stock of Merger Sub. At the effective time of the Merger, each share of Merger Sub was converted into a share of Allos stock. At the effective time of the Merger, all shares of Allos issued and outstanding immediately prior to the effective time were cancelled as a result of the Merger, in effect cancelling all shares of Allos held by Merger Sub.
Spectrum Pharmaceuticals, Inc.., by /s/ Brett L. Scott 09/06/2012
Sapphire Acquisition Sub, Inc., by /s/ Brett L. Scott 09/06/2012
** 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).
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