0000921895-21-000733.txt : 20210312
0000921895-21-000733.hdr.sgml : 20210312
20210312210454
ACCESSION NUMBER: 0000921895-21-000733
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210310
FILED AS OF DATE: 20210312
DATE AS OF CHANGE: 20210312
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: 21739543
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: 21739551
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH 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: 21739552
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST.
STREET 2: 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST.
STREET 2: 40TH FLOOR
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: 21739544
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH 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: 21739549
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 3125066500
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY STREET
STREET 2: 40TH FL
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF GP HOLDINGS LLC
CENTRAL INDEX KEY: 0001803809
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28386
FILM NUMBER: 21739545
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-525-8830
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
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: 21739547
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: 21739546
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 I GP LLC
CENTRAL INDEX KEY: 0001803805
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28386
FILM NUMBER: 21739550
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-525-8830
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BVF II GP LLC
CENTRAL INDEX KEY: 0001803806
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28386
FILM NUMBER: 21739548
BUSINESS ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
BUSINESS PHONE: 415-525-8830
MAIL ADDRESS:
STREET 1: 44 MONTGOMERY ST., 40TH FLOOR
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94104
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
form407422ctic_03122021.xml
OWNERSHIP DOCUMENT
X0306
4
2021-03-10
0
0000891293
CTI BIOPHARMA CORP
CTIC
0001055947
BVF PARTNERS L P/IL
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO
CA
94104
1
0
1
1
See Remarks
0000918923
BIOTECHNOLOGY VALUE FUND L P
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO
CA
94104
0
0
1
1
See Explanation of Responses
0001803805
BVF I GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO
CA
94104
0
0
1
1
See Explanation of Responses
0001102444
BIOTECHNOLOGY VALUE FUND II LP
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO
CA
94104
0
0
0
1
See Explanation of Responses
0001803806
BVF II GP LLC
44 MONTGOMERY ST., 40TH FLOOR
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
0001803809
BVF GP HOLDINGS LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO
CA
94104
0
0
1
1
See Explanation of Responses
0001056807
BVF INC/IL
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO
CA
94104
0
0
1
1
See Explanation of Responses
0001233840
LAMPERT MARK N
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO
CA
94104
0
0
1
1
See Explanation of Responses
Common Stock, par value $0.001
3041120
D
Common Stock, par value $0.001
2109280
D
Common Stock, par value $0.001
483708
D
Common Stock, par value $0.001
1295582
I
See footnote
Common Stock, par value $0.001
43139
I
See footnote
Series X Convertible Preferred Stock
10000
Common Stock, par value $0.001
15940000
1594
D
Series X Convertible Preferred Stock
10000
Common Stock, par value $0.001
12500000
1250
D
Series X Convertible Preferred Stock
10000
Common Stock, par value $0.001
1910000
191
D
Series X Convertible Preferred Stock
10000
Common Stock, par value $0.001
120000
12
I
See footnote
Series O Convertible Preferred Stock
Common Stock, par value $0.001
3754000
5631
D
Series O Convertible Preferred Stock
Common Stock, par value $0.001
2426667
3640
D
Series O Convertible Preferred Stock
Common Stock, par value $0.001
682666
1024
D
Series O Convertible Preferred Stock
Common Stock, par value $0.001
1520000
2280
I
See footnote
Non-Qualified Stock Option (Right to Buy)
0.8411
2029-05-16
Common Stock, par value $0.001
120000
120000
I
See footnote
Non-Qualified Stock Option (Right to Buy)
4.61
2028-05-17
Common Stock, par value $0.001
60000
60000
I
See footnote
Stock Option (Right to Buy)
4.25
2027-02-22
Common Stock, par value $0.001
50000
50000
I
See footnote
Stock Option (Right to Buy)
3.30
2021-03-10
4
A
0
80000
0.00
A
2031-03-10
Common Stock, par value $0.001
80000
80000
I
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 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 is a member of a Section 13(d) group that collectively owns 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.
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 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.
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 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.
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. 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.
The Series X Convertible Preferred Stock, par value $0.001 per share (the "Series X Preferred Stock") are convertible into shares of Common Stock at any time at the option of the holder thereof. Each share of Series X Preferred Stock is convertible into 10,000 shares of Common Stock. The Series X 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 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion.
The Series O Convertible Preferred Stock, par value $0.001 per share (the "Series O Preferred Stock") have 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.
Shares of Series X Preferred Stock acquired pursuant to the terms and conditions of a backstop commitment made by certain of the Reporting Persons in connection with the Issuer's rights offering.
This stock option was granted on March 10, 2021 and vests on the first to occur of (i) the date that is twelve months after the date of grant, and (ii) immediately prior to the first annual meeting of the Issuer's stockholders in 2022 at which one or more members of the Issuer's Board of Directors are to be elected, subject to Matthew Perry's continued service through such date or event. The stock option is subject to stockholder approval of an increase in the share reserve under the Issuer's 2017 Equity Incentive Plan, which approval must occur within one year from the grant date.
Partners, BVF Inc. and Mr. Lampert may be deemed to have a pecuniary interest in the securities reported owned herein due to a certain agreement between Partners and Mr. Perry, who serves on the Issuer's Board of Directors and as a member of Partners, 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 the securities reported owned herein to Partners. As such, Mr. Perry disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
The option vested on the first to occur of (i) the date that is twelve months after the date of grant, and (ii) immediately prior to the first annual meeting of the Company's stockholders in 2020 at which one or more members of the Issuer's Board of Directors are to be elected, subject to Mr. Perry's continued service through such date or event.
This stock option was granted on May 17, 2018 and vested on the first to occur of (i) the date that was twelve months after the date of grant, and (ii) immediately prior to the first annual meeting of the Company's stockholders in 2019 at which one or more members of the Issuer's Board of Directors are to be elected, subject to Mr. Perry's continued service through such date or event.
This stock option was granted on February 23, 2017, and vested on the first to occur of (i) the date that was twelve months after the date of grant, (ii) the first annual meeting of CTIC's shareholders in 2018 at which one or more members of the CTIC Board of Directors was elected, or (iii) immediately prior to the occurrence of a Change of Control (as such term is defined in CTIC's 2015 Equity Incentive Plan).
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Partners may be deemed to be a director by deputization of the Issuer due to a member
of Partners, Mr. Perry, serving on the Board of Directors of the Issuer, and his agreement to transfer the economic benefit, if any, received upon the sale of
the shares issuable upon exercise of the securities reported owned herein to Partners.
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2021-03-12
Biotechnology Value Fund, L.P., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2021-03-12
BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer
2021-03-12
Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2021-03-12
BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer
2021-03-12
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President
2021-03-12
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
2021-03-12
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer
2021-03-12
BVF Inc., By: /s/ Mark N. Lampert, President
2021-03-12
/s/ Mark N. Lampert
2021-03-12