0000921895-18-000533.txt : 20180212 0000921895-18-000533.hdr.sgml : 20180212 20180212215943 ACCESSION NUMBER: 0000921895-18-000533 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180208 FILED AS OF DATE: 20180212 DATE AS OF CHANGE: 20180212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMPERT MARK N CENTRAL INDEX KEY: 0001233840 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 18598891 MAIL ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 30TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF PARTNERS L P/IL CENTRAL INDEX KEY: 0001055947 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 18598897 BUSINESS ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 30TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 30TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF INC/IL CENTRAL INDEX KEY: 0001056807 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 18598892 BUSINESS ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 30TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 30TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND II LP CENTRAL INDEX KEY: 0001102444 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 18598895 BUSINESS ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 30TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 30TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIOTECHNOLOGY VALUE FUND L P CENTRAL INDEX KEY: 0000918923 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 18598896 BUSINESS ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 30TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 3125066500 MAIL ADDRESS: STREET 1: 1 SANSOME ST STREET 2: 30TH FL CITY: SAN FRANCISCO STATE: CA ZIP: 94104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Biotechnology Value Trading Fund OS LP CENTRAL INDEX KEY: 0001660683 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 18598894 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (415) 525-8890 MAIL ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BVF Partners OS Ltd. CENTRAL INDEX KEY: 0001660684 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28386 FILM NUMBER: 18598893 BUSINESS ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: (415) 525-8890 MAIL ADDRESS: STREET 1: P.O. BOX 309 UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 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 form407422010_02122018.xml OWNERSHIP DOCUMENT X0306 4 2018-02-08 0 0000891293 CTI BIOPHARMA CORP CTIC 0001055947 BVF PARTNERS L P/IL 1 SANSOME ST 30TH FL SAN FRANCISCO CA 94104 0 0 1 0 0000918923 BIOTECHNOLOGY VALUE FUND L P 1 SANSOME ST 30TH FL SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001102444 BIOTECHNOLOGY VALUE FUND II LP 1 SANSOME ST 30TH FL SAN FRANCISCO CA 94104 0 0 0 1 See Explanation of Responses 0001660683 Biotechnology Value Trading Fund OS LP P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 0 1 See Explanation of Responses 0001660684 BVF Partners OS Ltd. P.O. BOX 309 UGLAND HOUSE GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 0 1 See Explanation of Responses 0001056807 BVF INC/IL 1 SANSOME ST 30TH FL SAN FRANCISCO CA 94104 0 0 1 0 0001233840 LAMPERT MARK N 1 SANSOME ST 30TH FL SAN FRANCISCO CA 94104 0 0 1 0 Common Stock, par value $0.001 2018-02-09 4 D 0 3566549 D 0 D Common Stock, par value $0.001 2018-02-09 4 D 0 2295083 D 0 D Common Stock, par value $0.001 2018-02-09 4 D 0 651074 D 0 D Common Stock, par value $0.001 2018-02-09 4 D 0 1487294 D 596357 I Please see footnote Common Stock, par value $0.001 2018-02-09 4 P 0 3041120 3.00 A 3041120 D Common Stock, par value $0.001 2018-02-09 4 P 0 2109280 3.00 A 2109280 D Common Stock, par value $0.001 2018-02-09 4 P 0 483708 3.00 A 483708 D Common Stock, par value $0.001 2018-02-09 4 P 0 699225 3.00 A 1295582 I Please see footnote Series N Preferred Stock 2018-02-09 4 D 0 281 D Common Stock,par value $0.001 187427 0 D Series N Preferred Stock 2018-02-09 4 D 0 197 D Common Stock,par value $0.001 131399 0 D Series N Preferred Stock 2018-02-09 4 D 0 48 D Common Stock,par value $0.001 32016 0 D Series N Preferred Stock 2018-02-09 4 D 0 49 D Common Stock,par value $0.001 32683 0 I Please see footnote Series O Preferred Stock 2018-02-09 4 A 0 5631 A Common Stock,par value $0.001 3754000 5631 D Series O Preferred Stock 2018-02-09 4 A 0 3640 A Common Stock,par value $0.001 2426667 3640 D Series O Preferred Stock 2018-02-09 4 A 0 1024 A Common Stock,par value $0.001 682666 1024 D Series O Preferred Stock 2018-02-09 4 A 0 2280 A Common Stock,par value $0.001 1520000 2280 I Please see footnote 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. 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. 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. 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. 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. 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). 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. 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. 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 2018-02-12 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 2018-02-12 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 2018-02-12 BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2018-02-12 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 2018-02-12 BVF Inc., By: /s/ Mark N. Lampert, President 2018-02-12 /s/ Mark N. Lampert 2018-02-12