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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X
 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)
44 MONTGOMERY ST.
40TH 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)
X Director X 10% Owner
Officer (give title below) X Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2023
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
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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) 06/26/2023 U 3,989,130(7) D $9.1 0 D(2)
Common Stock, par value $0.001(1) 06/26/2023 U 2,595,239(7) D $9.1 0 D(3)
Common Stock, par value $0.001(1) 06/26/2023 U 702,505(7) D $9.1 0 D(4)
Common Stock, par value $0.001(1) 06/26/2023 U 1,526,147(7) D $9.1 0 I(5) See footnote(5)
Common Stock, par value $0.001(1) 06/26/2023 U 43,139(7) D $9.1 0 I(6) See footnote(6)
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 X Convertible Preferred Stock(1) (8) 06/26/2023 U 1,594 (8) (8) Common Stock, par value $0.001 15,940,000 (8) 0 D(2)
Series X Convertible Preferred Stock(1) (8) 06/26/2023 U 1,250 (8) (8) Common Stock, par value $0.001 12,500,000 (8) 0 D(3)
Series X Convertible Preferred Stock(1) (8) 06/26/2023 U 191 (8) (8) Common Stock, par value $0.001 1,910,000 (8) 0 D(4)
Series X Convertible Preferred Stock(1) (8) 06/26/2023 U 12 (8) (8) Common Stock, par value $0.001 120,000 (8) 0 I(5) See footnote(5)
Series X1 Convertible Preferred Stock(1) (8) 06/26/2023 U 344 (8) (8) Common Stock, par value $0.001 3,440,000 (8) 0 D(2)
Series X1 Convertible Preferred Stock(1) (8) 06/26/2023 U 239 (8) (8) Common Stock, par value $0.001 2,390,000 (8) 0 D(3)
Series X1 Convertible Preferred Stock(1) (8) 06/26/2023 U 17 (8) (8) Common Stock, par value $0.001 170,000 (8) 0 D(4)
Stock Option (Right to Buy)(6) $0.8411 06/26/2023 D 120,000 (9) (9) Common Stock, par value $0.001 120,000 (9) 0 I(6) See footnote(6)
Stock Option (Right to Buy)(6) $4.61 06/26/2023 D 60,000 (9) (9) Common Stock, par value $0.001 60,000 (9) 0 I(6) See footnote(6)
Stock Option (Right to Buy)(6) $4.25 06/26/2023 D 50,000 (9) (9) Common Stock, par value $0.001 50,000 (9) 0 I(6) See footnote(6)
Stock Option (Right to Buy)(6) $3.3 06/26/2023 D 80,000 (9) (9) Common Stock, par value $0.001 80,000 (9) 0 I(6) See footnote(6)
Stock Option (Right to Buy)(6) $4.49 06/26/2023 D 80,000 (9) (9) Common Stock, par value $0.001 80,000 (9) 0 I(6) See footnote(6)
Stock Option (Right to Buy)(6) $4.08 06/26/2023 D 80,000 (9) (9) Common Stock, par value $0.001 80,000 (9) 0 I(6) See footnote(6)
1. Name and Address of Reporting Person*
BVF PARTNERS L P/IL
(Last) (First) (Middle)
44 MONTGOMERY ST.
40TH FL
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BIOTECHNOLOGY VALUE FUND L P
(Last) (First) (Middle)
44 MONTGOMERY ST.
40TH FL
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BVF I GP LLC
(Last) (First) (Middle)
44 MONTGOMERY ST.
40TH FL
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BIOTECHNOLOGY VALUE FUND II LP
(Last) (First) (Middle)
44 MONTGOMERY ST.
40TH FL
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BVF II GP LLC
(Last) (First) (Middle)
44 MONTGOMERY ST.
40TH 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 GP HOLDINGS LLC
(Last) (First) (Middle)
44 MONTGOMERY ST.
40TH FL
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BVF INC/IL
(Last) (First) (Middle)
44 MONTGOMERY ST.
40TH FL
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
1. Name and Address of Reporting Person*
LAMPERT MARK N
(Last) (First) (Middle)
44 MONTGOMERY ST.
40TH 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 I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons was a member of a Section 13(d) group that previously collectively owned more than 10% of the Issuer's outstanding shares of Common Stock, par value $0.001 (the "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, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager 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, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager 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. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities held by the Partners Managed Accounts. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities held by the Partners Managed Accounts.
6. Partners, BVF Inc. and Mr. Lampert may be deemed to have a pecuniary interest in these securities of the Issuer previously held by Matthew Perry, who served as a director of the Issuer and is a member of Partners, due to a certain agreement between Partners and Mr. Perry, pursuant to which Mr. Perry is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of options awarded to Mr. Perry in his capacity as a director to Partners. As such, Mr. Perry disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
7. 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 the shares of 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 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.
8. Pursuant to the Merger Agreement, each share of the Issuer's preferred stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive $91,000 per share, without interest and subject to any applicable withholding taxes.
9. Pursuant to the Merger Agreement, each option to purchase shares of 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 Common Stock under such option, multiplied by (B) the total number of shares of Common Stock subject to such option.
Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer due to a member of Partners, Mr. Perry, having served as a director of the Issuer, and his agreement to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of options awarded to Mr. Perry in his capacity as a director to Partners.
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 06/28/2023
Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 06/28/2023
BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 06/28/2023
Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 06/28/2023
BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 06/28/2023
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 06/28/2023
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 06/28/2023
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 06/28/2023
BVF Inc., By: /s/ Mark N. Lampert, President 06/28/2023
/s/ Mark N. Lampert 06/28/2023
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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