0000947871-17-000446.txt : 20170609
0000947871-17-000446.hdr.sgml : 20170609
20170609190208
ACCESSION NUMBER: 0000947871-17-000446
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170609
FILED AS OF DATE: 20170609
DATE AS OF CHANGE: 20170609
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: WA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3101 WESTERN AVENUE
STREET 2: SUITE 600
CITY: SEATTLE
STATE: WA
ZIP: 98121
BUSINESS PHONE: 2062827100
MAIL ADDRESS:
STREET 1: 3101 WESTERN AVENUE
STREET 2: SUITE 600
CITY: SEATTLE
STATE: WA
ZIP: 98121
FORMER COMPANY:
FORMER CONFORMED NAME: CELL THERAPEUTICS INC
DATE OF NAME CHANGE: 19960321
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ORBIMED ADVISORS LLC
CENTRAL INDEX KEY: 0001055951
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28386
FILM NUMBER: 17904122
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ISALY SAMUEL D
CENTRAL INDEX KEY: 0001055949
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28386
FILM NUMBER: 17904123
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE
STREET 2: 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OrbiMed Capital GP VI LLC
CENTRAL INDEX KEY: 0001682115
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28386
FILM NUMBER: 17904124
BUSINESS ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-739-6400
MAIL ADDRESS:
STREET 1: 601 LEXINGTON AVENUE, 54TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
3
1
ss46501_3.xml
OWNERSHIP DOCUMENT
X0206
3
2017-06-09
0
0000891293
CTI BIOPHARMA CORP
CTIC
0001055951
ORBIMED ADVISORS LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001682115
OrbiMed Capital GP VI LLC
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001055949
ISALY SAMUEL D
601 LEXINGTON AVENUE, 54TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Series N-3 Preferred Stock
Common Stock
5000000
I
See Footnotes
Each share of the Issuer's Series N-3 Preferred Stock ("Preferred Stock") will automatically convert into shares of the Issuer's common stock ("Shares"), on the earliest to occur of: (i) the 30th day after the original issuance date of the Preferred Stock; (ii) the date on which 5,000 or less shares of Preferred Stock remain outstanding; or (iii) the adoption of the Issuer's board of directors of a resolution that it intends to adopt an amendment to it articles of incorporation without shareholder approval to effect a reverse stock split with respect to its Shares in order to achieve compliance with the listing rules of the NASDAQ Capital Market or for other good faith business reasons. The Preferred Stock will convert into a number of Shares, determined by dividing the stated value of each share of Preferred Stock (which is $2,000) by $3.00. Such conversion is reflected in the amount column of common stock reported in column 3 as underlying the security.
The Preferred Stock has no expiration date.
The conversion price for the Preferred Stock is $3.00 per share.
These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisors Act of 1940, as amended, is the managing member of GP VI. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, GP VI, Advisors and Isaly may be deemed to have voting and investment power over the securities held by OPI VI and as a result may be deemed to have beneficial ownership over such securities.
This report on Form 3 is jointly filed by GP VI, Advisors, and Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner for the purpose of Section 16 of the Exchange Act, or for any other purpose.
/s/ Samuel D. Isaly
2017-06-09