SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
BVF PARTNERS L P/IL

(Last) (First) (Middle)
1 SANSOME ST
30TH FL

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CTI BIOPHARMA CORP [ CTIC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/08/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001(1) 02/09/2018 D 3,566,549 D (6)(7) 0 D(2)
Common Stock, par value $0.001(1) 02/09/2018 D 2,295,083 D (6)(7) 0 D(3)
Common Stock, par value $0.001(1) 02/09/2018 D 651,074 D (6)(7) 0 D(4)
Common Stock, par value $0.001(1) 02/09/2018 D 1,487,294 D (6)(7) 596,357 I(5) Please see footnote(5)
Common Stock, par value $0.001(1) 02/09/2018 P 3,041,120 A $3 3,041,120 D(2)
Common Stock, par value $0.001(1) 02/09/2018 P 2,109,280 A $3 2,109,280 D(3)
Common Stock, par value $0.001(1) 02/09/2018 P 483,708 A $3 483,708 D(4)
Common Stock, par value $0.001(1) 02/09/2018 P 699,225 A $3 1,295,582 I(5) Please see footnote(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series N Preferred Stock(1) (8) 02/09/2018 D 281 (8) (8) Common Stock,par value $0.001(1) 187,427(8) (6)(7) 0 D(2)
Series N Preferred Stock(1) (8) 02/09/2018 D 197 (8) (8) Common Stock,par value $0.001(1) 131,399(8) (6)(7) 0 D(3)
Series N Preferred Stock(1) (8) 02/09/2018 D 48 (8) (8) Common Stock,par value $0.001(1) 32,016(8) (6)(7) 0 D(4)
Series N Preferred Stock(1) (8) 02/09/2018 D 49 (8) (8) Common Stock,par value $0.001(1) 32,683(8) (6)(7) 0 I(5) Please see footnote(5)
Series O Preferred Stock(1) (9) 02/09/2018 A 5,631 (9) (9) Common Stock,par value $0.001(1) 3,754,000(9) (6)(7) 5,631 D(2)
Series O Preferred Stock(1) (9) 02/09/2018 A 3,640 (9) (9) Common Stock,par value $0.001(1) 2,426,667(9) (6)(7) 3,640 D(3)
Series O Preferred Stock(1) (9) 02/09/2018 A 1,024 (9) (9) Common Stock,par value $0.001(1) 682,666(9) (6)(7) 1,024 D(4)
Series O Preferred Stock(1) (9) 02/09/2018 A 2,280 (9) (9) Common Stock,par value $0.001(1) 1,520,000(9) (6)(7) 2,280 I(5) Please see footnote(5)
1. Name and Address of Reporting Person*
BVF PARTNERS L P/IL

(Last) (First) (Middle)
1 SANSOME ST
30TH FL

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BIOTECHNOLOGY VALUE FUND L P

(Last) (First) (Middle)
1 SANSOME ST
30TH FL

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BIOTECHNOLOGY VALUE FUND II LP

(Last) (First) (Middle)
1 SANSOME ST
30TH FL

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Biotechnology Value Trading Fund OS LP

(Last) (First) (Middle)
P.O. BOX 309 UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BVF Partners OS Ltd.

(Last) (First) (Middle)
P.O. BOX 309 UGLAND HOUSE

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BVF INC/IL

(Last) (First) (Middle)
1 SANSOME ST
30TH FL

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
LAMPERT MARK N

(Last) (First) (Middle)
1 SANSOME ST
30TH FL

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
2. Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
3. Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
4. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
5. Securities held in certain Partners managed accounts (the "Partners Managed Accounts"). Partners, as the investment manager of the Partners Managed Accounts may be deemed to beneficially own the securities held by the Partners Managed Accounts.
6. On February 8, 2018, certain of the Reporting Persons entered into an exchange agreement with the Issuer, which was approved by the Board of Directors of the Issuer (the "Exchange Agreement") pursuant to which certain of the Reporting Persons agreed to exchange 8,000,000 shares of the Issuer's Common Stock, and 575 shares of the Issuer's Series N Preferred Stock, par value $0.001 per share (the "Series N Preferred Stock"), that the Reporting Persons owned into an aggregate of 12,575 shares of the Company's Series O Preferred Stock, par value $0.001 per share (the "Series O Preferred Stock"). The 12,575 shares of Series O Preferred Stock is convertible into an aggregate of 8,383,333 shares of Common Stock provided, however, certain of the Series O Preferred Stock may not be may not be converted if, after such conversion, the Reporting Persons would reach the Beneficial Ownership Limitation (as defined below).
7. Pursuant to the Exchange Agreement, BVF exchanged 3,566,549 shares of Common Stock and 281 shares of Series N Preferred Stock for 5,631 shares of Series O Preferred Stock, BVF2 exchanged 2,295,083 shares of Common Stock and 197 shares of Series N Preferred Stock for 3,640 shares of Series O Preferred Stock, Trading Fund OS exchanged for 651,074 shares of Common Stock and 48 shares of Series N Preferred Stock for 1,024 Series O Preferred Stock, and 1,487,294 shares of Common Stock and 49 shares of Series N Preferred Stock held in the Partners Managed Accounts were exchanged for 2,280 shares of Series O Preferred Stock.
8. The Issuer's Series N Preferred Stock had no expiration date, and were convertible upon issuance at a conversion price of $3.00 per share of underlying Common Stock (the "Series N Conversion Price"). The Series N Preferred Stock had a stated value of $2,000 per share (the "Series N Stated Value"), were convertible into Common Stock at a ratio determined by dividing the Series N Stated Value by the Series N Conversion Price.
9. The Issuer's Series O Preferred Stock has no expiration date, and are convertible upon issuance; the conversion ratio is 667 shares of Common Stock for 1 share of Series O Preferred Stock. The Series O Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion (the "Beneficial Ownership Limitation").
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 02/12/2018
Biotechnology Value Fund, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 02/12/2018
Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 02/12/2018
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 02/12/2018
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 02/12/2018
BVF Inc., By: /s/ Mark N. Lampert, President 02/12/2018
/s/ Mark N. Lampert 02/12/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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