0000921895-17-001781.txt : 20170614
0000921895-17-001781.hdr.sgml : 20170614
20170614160239
ACCESSION NUMBER: 0000921895-17-001781
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170609
FILED AS OF DATE: 20170614
DATE AS OF CHANGE: 20170614
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: 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: 17911181
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: 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: 17911182
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: 17911183
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: LAMPERT MARK N
CENTRAL INDEX KEY: 0001233840
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28386
FILM NUMBER: 17911184
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: 17911185
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 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: 17911186
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 L P/IL
CENTRAL INDEX KEY: 0001055947
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28386
FILM NUMBER: 17911187
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
4
1
form407422010_06142017.xml
OWNERSHIP DOCUMENT
X0306
4
2017-06-09
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, no par value per share
2017-06-09
4
C
0
2007333
A
3566549
D
Common Stock, no par value per share
2017-06-09
4
C
0
1410000
A
2295083
D
Common Stock, no par value per share
2017-06-09
4
C
0
342000
A
651074
D
Common Stock, no par value per share
2017-06-09
4
C
0
357333
A
2083651
I
Please see footnote
Series N3 Preferred Stock, no par value per share
2017-06-09
4
P
0
3292
A
Common Stock, no par value per share
2194667
3292
D
Series N3 Preferred Stock, no par value per share
2017-06-09
4
P
0
2312
A
Common Stock, no par value per share
1541333
2312
D
Series N3 Preferred Stock, no par value per share
2017-06-09
4
P
0
561
A
Common Stock, no par value per share
374000
561
D
Series N3 Preferred Stock, no par value per share
2017-06-09
4
P
0
585
A
Common Stock, no par value per share
390000
585
I
Please see footnote
Series N3 Preferred Stock, no par value per share
2017-06-09
4
C
0
3011
D
Common Stock, no par value per share
2007333
281
D
Series N3 Preferred Stock, no par value per share
2017-06-09
4
C
0
2115
D
Common Stock, no par value per share
1410000
197
D
Series N3 Preferred Stock, no par value per share
2017-06-09
4
C
0
513
D
Common Stock, no par value per share
342000
48
D
Series N3 Preferred Stock, no par value per share
2017-06-09
4
C
0
536
D
Common Stock, no par value per share
357333
49
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.
The Issuer's Series N-3 Preferred Stock ("Preferred Stock") has no expiration date, and are convertible upon issuance; provided, however, that the Beneficial Ownership Conversion Limit (defined below) has not been reached by an exchanging stockholder. The Reporting Persons purchased a total of 6,750 shares of Preferred Stock. After the conversion of 6,175 Preferred Stock, the Reporting Persons reached the Beneficial Ownership Conversion Limit (defined below). Accordingly, 575 shares of Preferred Stock have not been converted to Common Stock.
This Form 4 is filed in connection with the purchase by the Reporting Persons of a total of 6,750 shares of Preferred Stock, convertible for a total of approximately 4,500,000 shares of Common Stock. Pursuant to the terms of the Preferred Stock offering, the Reporting Persons have an ongoing right to convert the Preferred Stock, accordingly, on June 9, 2017, the Reporting Persons converted an aggregate of 6,175 shares of Preferred Stock into approximately 4,116,666 shares of Common Stock at a conversion price of $3.00 per share of underlying Common Stock, (the "Conversion Price"); provided, however, certain of the Preferred Stock could not be converted by the Reporting Persons, because the Reporting Persons may be deemed to beneficially own 19.99% of the issued and outstanding Common Stock, calculated as provided in the certificate of designation establishing the Preferred Stock (the "Beneficial Ownership Conversion Limit").
Preferred Stock (defined above), with a stated value of $2,000 per share (the "Stated Value"), are convertible into Common Stock at a ratio determined by dividing the Stated Value by the Conversion Price.
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2017-06-14
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
2017-06-14
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
2017-06-14
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2017-06-14
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
2017-06-14
BVF Inc., By: /s/ Mark N. Lampert, President
2017-06-14
/s/ Mark N. Lampert
2017-06-14