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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Levin Ben (Last) (First) (Middle) 11726 SAN VICENTE BLVD., SUITE 653 (Street) LOS ANGELES CA 90049 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CYTRX CORP [ CYTR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) GC/VP Legal Affairs/Secy
	3. Date of Earliest Transaction (Month/Day/Year) 07/01/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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

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
Stock Option (right to buy)	$1.39	07/01/2009		D(1)			160,000	(1)	07/14/2014	Common Stock	160,000	(1)	0	D
Stock Option (right to buy)	$1.15	07/01/2009		A(1)		160,000		(1)	07/14/2014	Common Stock	160,000	(1)	160,000	D
Stock Option (right to buy)	$1.38	07/01/2009		D(2)			90,000	(2)	06/15/2016	Common Stock	90,000	(2)	0	D
Stock Option (right to buy)	$1.15	07/01/2009		A(2)		90,000		(2)	06/15/2016	Common Stock	90,000	(2)	90,000	D
Stock Option (right to buy)	$4.51	07/01/2009		D(3)			100,000	(3)	04/17/2017	Common Stock	100,000	(3)	0	D
Stock Option (right to buy)	$1.15	07/01/2009		A(3)		100,000		(3)	04/17/2017	Common Stock	100,000	(3)	100,000	D
Stock Option (right to buy)	$1.21	07/01/2009		D(4)			100,000	(4)	04/06/2018	Common Stock	100,000	(4)	0	D
Stock Option (right to buy)	$1.15	07/01/2009		A(4)		100,000		(4)	04/06/2018	Common Stock	100,000	(4)	100,000	D

Explanation of Responses:

1. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on July 20, 2004 and provided for equal monthly vesting over three years beginning July 15, 2005. The replacement option provides vesting in full on December 31, 2009, provided Reporting Person remains in continuous employ of Issuer.

2. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on June 16, 2006 and provided for equal monthly vesting over three years beginning July 16, 2006. The replacement option provides vesting in full on December 31, 2009, provided Reporting Person remains in continuous employ of Issuer.

3. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on April 18, 2007 and provided for equal monthly vesting over three years beginning May 28, 2007. The replacement option provides vesting as to twenty-six monthly installments on December 31, 2009, and the remainder to vest monthly for ten months beginning January 28, 2010, provided Reporting Person remains in continuous employ of Issuer.

4. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The option was originally granted on April 7, 2008 and provided for equal monthly vesting over three years beginning May 7, 2008. The replacement option provides vesting of fourteen months of the option on December 31, 2009 and the remaining shares to vest monthly for twenty-two months beginning January 7, 2020, provided Reporting Person remains in continuous employ of Issuer.

	/s/ Ben Levin	07/02/2009
	** 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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