0000899243-23-016480.txt : 20230626 0000899243-23-016480.hdr.sgml : 20230626 20230626160516 ACCESSION NUMBER: 0000899243-23-016480 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230626 FILED AS OF DATE: 20230626 DATE AS OF CHANGE: 20230626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Craig Adam R CENTRAL INDEX KEY: 0001339498 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 231042360 MAIL ADDRESS: STREET 1: C/O INNOVIVE PHARMACEUTICALS, INC. STREET 2: 555 MADISON AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 doc4.xml FORM 4 SUBMISSION X0407 4 2023-06-26 1 0000891293 CTI BIOPHARMA CORP CTIC 0001339498 Craig Adam R 3101 WESTERN AVENUE, SUITE 800 SEATTLE WA 98121 1 1 0 0 President and CEO 0 Common Stock 2023-06-26 4 U 0 31470 9.10 D 0 D Stock Option (Right to Buy) 4.24 2023-06-26 4 D 0 1200000 D Common Stock 1200000 0 D Stock Option (Right to Buy) 3.19 2023-06-26 4 D 0 450000 D Common Stock 450000 0 D Stock Option (Right to Buy) 4.14 2023-06-26 4 D 0 475000 D Common Stock 475000 0 D Stock Option (Right to Buy) 1.88 2023-06-26 4 D 0 600000 D Common Stock 600000 0 D Stock Option (Right to Buy) 0.8411 2023-06-26 4 D 0 470054 D Common Stock 470054 0 D Stock Option (Right to Buy) 1.00 2023-06-26 4 D 0 2320000 D Common Stock 2320000 0 D Stock Option (Right to Buy) 3.30 2023-06-26 4 D 0 800000 D Common Stock 800000 0 D Stock Option (Right to Buy) 4.49 2023-06-26 4 D 0 1115000 D Common Stock 1115000 0 D Stock Option (Right to Buy) 4.55 2023-06-26 4 D 0 900000 D Common Stock 900000 0 D Includes 2,030 shares of common stock of the Issuer ("Company Common Stock") purchased by the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan prior to the date of this Form 4. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 10, 2023, by and among the Issuer, Swedish Orphan Biovitrum AB (publ) ("Parent"), and Cleopatra Acquisition Corp., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of Company Common Stock and thereafter merged with and into the Issuer, effective as of June 26, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right to receive $9.10 in cash (the "Offer Price") without interest and subject to applicable withholding taxes. Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock that was outstanding immediately prior to the Effective Time, whether or not vested, with an exercise price that was less than the Offer Price, terminated and was cancelled immediately prior to the Effective Time and converted into the right to receive a cash payment (without interest, and less any applicable withholding taxes) equal to (A) the excess of (x) the Offer Price over (y) the exercise price payable per share of Company Common Stock under such option, multiplied by (B) the total number of shares of Company Common Stock subject to such option. /s/ Adam R. Craig 2023-06-26