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