0000950103-18-001529.txt : 20180205 0000950103-18-001529.hdr.sgml : 20180205 20180205130332 ACCESSION NUMBER: 0000950103-18-001529 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180205 DATE AS OF CHANGE: 20180205 GROUP MEMBERS: BAXALTA GMBH GROUP MEMBERS: SHIRE PLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48459 FILM NUMBER: 18573547 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Baxalta Inc CENTRAL INDEX KEY: 0001620546 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 471869689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1200 LAKESIDE DRIVE CITY: BANNOCKBURN STATE: IL ZIP: 60015 BUSINESS PHONE: 224-940-2000 MAIL ADDRESS: STREET 1: 1200 LAKESIDE DRIVE CITY: BANNOCKBURN STATE: IL ZIP: 60015 SC 13G/A 1 dp85903_sc13ga-4.htm FORM SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 4 - EXIT FILING)*

CTI BIOPHARMA CORP.

(Name of Issuer)

Common stock, no par value per share

(Title of Class of Securities)

12648L106

(CUSIP Number)

January 1, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 12648L106


1.	Names of reporting persons Baxalta Incorporated
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3.	SEC use only
4.	Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with		5.	Sole voting power 0
		6.	Shared voting power 0
		7.	Sole dispositive power 0
		8.	Shared dispositive power 0
9.	Aggregate amount beneficially owned by each reporting person 0
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9) 0.0% (1)
12.	Type of reporting person (see instructions) CO

(1)

Percentage of class calculation is based upon the number of shares of issuer’s common stock outstanding as of October 30, 2017 as disclosed by the issuer in its quarterly report for the quarter ended September 30, 2017 and filed with the Securities and Exchange Commission on Form 10-Q on November 7, 2017.

CUSIP No. 12648L106


1.	Names of reporting persons Baxalta GmbH
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3.	SEC use only
4.	Citizenship or place of organization Switzerland
Number of shares beneficially owned by each reporting person with		5.	Sole voting power 0
		6.	Shared voting power 0
		7.	Sole dispositive power 0
		8.	Shared dispositive power 0
9.	Aggregate amount beneficially owned by each reporting person 0
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9) 0.0% (1)
12.	Type of reporting person (see instructions) CO

(1)

CUSIP No. 12648L106


1.	Names of reporting persons Shire plc
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3.	SEC use only
4.	Citizenship or place of organization Jersey, Channel Islands
Number of shares beneficially owned by each reporting person with		5.	Sole voting power 0
		6.	Shared voting power 0
		7.	Sole dispositive power 0
		8.	Shared dispositive power 0
9.	Aggregate amount beneficially owned by each reporting person 0
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9) 0.0% (1)
12.	Type of reporting person (see instructions) CO

(1)

This Amendment No. 4 amends the Schedule 13G originally filed on May 1, 2015, as amended, and is filed by Baxalta Incorporated, Baxalta GmbH and Shire PLC with respect to the shares of the common stock of CTI Biopharma Corp., with principal executive offices at 3101 Western Avenue, Suite 600, Seattle, Washington 98121.

Item 4.	Ownership .

	(a)	Amount beneficially owned : 0 (1)

	(b)	Percent of class : 0.0% (2)

	(c)	Number of shares as to which the person has :

		(i)	Sole power to vote or to direct the vote: 0

		(ii)	Shared power to vote or to direct the vote: 0 (1)

		(iii)	Sole power to dispose or to direct the disposition of: 0

		(iv)	Shared power to dispose or to direct the disposition of: 0 (1)

(1)

The reported securities were beneficially owned by Baxalta GmbH, an indirect wholly-owned subsidiary of Baxalta Incorporated (“Baxalta”), which, in turn, is an indirect wholly-owned subsidiary of Shire plc (“Shire”), following consummation of Shire’s acquisition of Baxalta pursuant to the merger of a wholly-owned subsidiary of Shire with and into Baxalta, which merger transaction closed on June 3, 2016.

(2)

Exhibits:

Exhibit 1 – Joint Filing Statement

Exhibit 2 – Power of Attorney (incorporated by reference to Schedule 13G filed with the Securities and Exchange Commission on February 12, 2016 (File No. 005-48459)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 5, 2018

	BAXALTA INCORPORATED

	By:		/s/ Jeffrey Prowda
	Name:		Jeffrey Prowda
	Title:		Assistant Secretary

	BAXALTA GMBH

	By:		/s/ Yvo Aebli
	Name:		Yvo Aebli
	Title:		Director

	SHIRE PLC

	By:		/s/ W R Mordan
	Name:		Bill Mordan
	Title:		Company Secretary

EX-99.1 2 dp85903_ex01.htm EXHIBIT 1

Exhibit 1

Joint Filing Agreement

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the U.S. Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange) with respect to the common stock, no par value per share, of CTI Biopharma Corp., and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

It is understood and agreed that the joint filing of this Schedule 13G shall not be construed as an admission that the reporting persons named herein constitute a group for purposes of Regulation 13D-G of the Securities Exchange Act of 1934, nor is a joint venture for purposes of the Investment Company Act of 1940.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of February 5, 2018.

	BAXALTA INCORPORATED

	By:		/s/ Jeffrey Prowda
	Name:		Jeffrey Prowda
	Title:		Assistant Secretary

	BAXALTA GMBH

	By:		/s/ Yvo Aebli
	Name:		Yvo Aebli
	Title:		Director

	SHIRE PLC

	By:		/s/ W R Mordan
	Name:		Bill Mordan
	Title:		Company Secretary