0000921895-23-001602.txt : 20230628 0000921895-23-001602.hdr.sgml : 20230628 20230628182613 ACCESSION NUMBER: 0000921895-23-001602 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230626 FILED AS OF DATE: 20230628 DATE AS OF CHANGE: 20230628 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: 231053755 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: 231053763 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: 231053764 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: 231053756 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: 231053761 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: 231053757 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: 231053759 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: 231053758 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: 231053762 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: 231053760 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_06282023.xml OWNERSHIP DOCUMENT X0407 4 2023-06-26 1 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 1 0 1 1 See Explanation of Responses 0001803805 BVF I GP LLC 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 1 0 1 1 See Explanation of Responses 0001102444 BIOTECHNOLOGY VALUE FUND II LP 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 1 0 0 1 See Explanation of Responses 0001803806 BVF II GP LLC 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 1 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 1 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 1 0 0 1 See Explanation of Responses 0001803809 BVF GP HOLDINGS LLC 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 1 0 1 1 See Explanation of Responses 0001056807 BVF INC/IL 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 1 0 1 1 See Explanation of Responses 0001233840 LAMPERT MARK N 44 MONTGOMERY ST. 40TH FL SAN FRANCISCO CA 94104 1 0 1 1 See Explanation of Responses 0 Common Stock, par value $0.001 2023-06-26 4 U 0 3989130 9.1000 D 0 D Common Stock, par value $0.001 2023-06-26 4 U 0 2595239 9.1000 D 0 D Common Stock, par value $0.001 2023-06-26 4 U 0 702505 9.1000 D 0 D Common Stock, par value $0.001 2023-06-26 4 U 0 1526147 9.1000 D 0 I See footnote Common Stock, par value $0.001 2023-06-26 4 U 0 43139 9.1000 D 0 I See footnote Series X Convertible Preferred Stock 2023-06-26 4 U 0 1594 D Common Stock, par value $0.001 15940000 0 D Series X Convertible Preferred Stock 2023-06-26 4 U 0 1250 D Common Stock, par value $0.001 12500000 0 D Series X Convertible Preferred Stock 2023-06-26 4 U 0 191 D Common Stock, par value $0.001 1910000 0 D Series X Convertible Preferred Stock 2023-06-26 4 U 0 12 D Common Stock, par value $0.001 120000 0 I See footnote Series X1 Convertible Preferred Stock 2023-06-26 4 U 0 344 D Common Stock, par value $0.001 3440000 0 D Series X1 Convertible Preferred Stock 2023-06-26 4 U 0 239 D Common Stock, par value $0.001 2390000 0 D Series X1 Convertible Preferred Stock 2023-06-26 4 U 0 17 D Common Stock, par value $0.001 170000 0 D Stock Option (Right to Buy) 0.8411 2023-06-26 4 D 0 120000 D Common Stock, par value $0.001 120000 0 I See footnote Stock Option (Right to Buy) 4.61 2023-06-26 4 D 0 60000 D Common Stock, par value $0.001 60000 0 I See footnote Stock Option (Right to Buy) 4.25 2023-06-26 4 D 0 50000 D Common Stock, par value $0.001 50000 0 I See footnote Stock Option (Right to Buy) 3.30 2023-06-26 4 D 0 80000 D Common Stock, par value $0.001 80000 0 I See footnote Stock Option (Right to Buy) 4.49 2023-06-26 4 D 0 80000 D Common Stock, par value $0.001 80000 0 I See footnote Stock Option (Right to Buy) 4.08 2023-06-26 4 D 0 80000 D Common Stock, par value $0.001 80000 0 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 was a member of a Section 13(d) group that previously collectively owned 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 the 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 the 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. Partners, BVF Inc. and Mr. Lampert may be deemed to have a pecuniary interest in these securities of the Issuer previously held by Matthew Perry, who served as a director of the Issuer and is a member of Partners, due to a certain agreement between Partners and Mr. Perry, 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 options awarded to Mr. Perry in his capacity as a director to Partners. As such, Mr. Perry disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 10, 2023, by and among the Issuer, Swedish Orphan Biovitrum AB (PUBL) ("Parent"), and Cleopatra Acquisition Corp., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for the shares of Common Stock and thereafter merged with and into the Issuer (the "Merger") effective as of June 26, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Common Stock was cancelled and converted into the right to receive $9.10 in cash (the "Offer Price") without interest and subject to applicable withholding taxes. Pursuant to the Merger Agreement, each share of the Issuer's preferred stock that was issued and outstanding immediately prior to the Effective Time was converted into the right to receive $91,000 per share, without interest and subject to any applicable withholding taxes. Pursuant to the Merger Agreement, each option to purchase shares of Common Stock that was outstanding immediately prior to the Effective Time, whether or not vested, with an exercise price that was less than the Offer Price, terminated and was cancelled immediately prior to the Effective Time and converted into the right to receive a cash payment (without interest, and less any applicable withholding taxes) equal to (A) the excess of (x) the Offer Price over (y) the exercise price payable per share of Common Stock under such option, multiplied by (B) the total number of shares of Common Stock subject to such option. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer due to a member of Partners, Mr. Perry, having served as a director of the Issuer, and his agreement to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of options awarded to Mr. Perry in his capacity as a director to Partners. BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2023-06-28 Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-06-28 BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-06-28 Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-06-28 BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-06-28 BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 2023-06-28 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 2023-06-28 BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 2023-06-28 BVF Inc., By: /s/ Mark N. Lampert, President 2023-06-28 /s/ Mark N. Lampert 2023-06-28