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*
New Leaf Ventures II, L.P.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MEI Pharma, Inc. [ MEIP ]
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)
02/15/2013
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 02/15/2013 S 197,225 D $6.6 2,802,775 D(1)
Common Stock 02/19/2013 S 300,000 D $6.8 2,502,775 D(1)
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*
New Leaf Ventures II, L.P.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
New Leaf Venture Associates II, L.P.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
New Leaf Venture Management II, L.L.C.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Chambon Philippe O.

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NIEDEL JAMES

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HUNT RONALD

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lathi Vijay K

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
2500 SAND HILL ROAD, SUITE 203

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Delagardelle Jeani

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
2500 SAND HILL ROAD, SUITE 203

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AKKARAJU SRINIVAS

(Last) (First) (Middle)
C/O NEW LEAF VENTURES
2500 SAND HILL ROAD, SUITE 203

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. The securities are directly held by New Leaf Ventures II, L.P. ("NLV II") and indirectly held by New Leaf Venture Associates II, L.P. ("NLV Associates II"), the sole general partner of NLV II, New Leaf Venture Management II, L.L.C. ("NLV Management II"), the sole general partner of NLV Associates II, and the individual managers of NLV Management II (NLV Associates II, NLV Management II and the individual managers of NLV Management II each, an "Indirect Reporting Person"). The individual managers of NLV Management II filing jointly with NLV II, NLV Associates II and NLV Management II are Philippe O. Chambon, James Niedel, Ronald Hunt, Vijay Lathi, Jeani Delagardelle and Srinivas Akkaraju. Each Indirect Reporting Person disclaims beneficial ownership of such portion of the NLV II shares in which such Indirect Reporting Person has no actual pecuniary interest therein.
Remarks:
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P., the sole general partner of New Leaf Ventures II, L.P. 02/19/2013
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P. 02/19/2013
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C. 02/19/2013
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Philippe O. Chambon 02/19/2013
/s/ Craig L. Slutzkin, as Attorney-in-Fact for James Niedel 02/19/2013
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Ronald Hunt 02/19/2013
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Vijay Lathi 02/19/2013
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Jeani Delagardelle 02/19/2013
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Srinivas Akkaraju 02/19/2013
** 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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