0000899243-23-016484.txt : 20230626 0000899243-23-016484.hdr.sgml : 20230626 20230626160542 ACCESSION NUMBER: 0000899243-23-016484 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: PERRY MATTHEW D CENTRAL INDEX KEY: 0001454337 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 231042381 MAIL ADDRESS: STREET 1: ONE SANSOME STREET STREET 2: 30TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94104 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 0001454337 PERRY MATTHEW D 3101 WESTERN AVENUE, SUITE 800 SEATTLE WA 98121 1 0 0 0 0 Common Stock 2023-06-26 4 U 0 43139 9.10 D 0 D Stock Option (Right to Buy) 4.25 2023-06-26 4 D 0 50000 D Common Stock 50000 0 D Stock Option (Right to Buy) 4.61 2023-06-26 4 D 0 60000 D Common Stock 60000 0 D Stock Option (Right to Buy) 0.8411 2023-06-26 4 D 0 120000 D Common Stock 120000 0 D Stock Option (Right to Buy) 3.30 2023-06-26 4 D 0 80000 D Common Stock 80000 0 D Stock Option (Right to Buy) 4.49 2023-06-26 4 D 0 80000 D Common Stock 80000 0 D Stock Option (Right to Buy) 4.08 2023-06-26 4 D 0 80000 D Common Stock 80000 0 D 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 common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer (the "Merger") 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. The Reporting Person may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. 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. The Reporting Person is a member of BVF Partners L.P. ("BVF") and is obligated to transfer the economic benefit, if any, received upon the disposition of the shares issuable upon exercise of the equity grants to BVF. As such, the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein, if any. /s/ Matthew D. Perry 2023-06-26