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