| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CTI BIOPHARMA CORP [ CTIC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/26/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/26/2023 | U | 31,470(1)(2) | D | $9.1 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $4.24 | 06/26/2023 | D | 1,200,000 | (3) | (3) | Common Stock | 1,200,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $3.19 | 06/26/2023 | D | 450,000 | (3) | (3) | Common Stock | 450,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.14 | 06/26/2023 | D | 475,000 | (3) | (3) | Common Stock | 475,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $1.88 | 06/26/2023 | D | 600,000 | (3) | (3) | Common Stock | 600,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $0.8411 | 06/26/2023 | D | 470,054 | (3) | (3) | Common Stock | 470,054 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $1 | 06/26/2023 | D | 2,320,000 | (3) | (3) | Common Stock | 2,320,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $3.3 | 06/26/2023 | D | 800,000 | (3) | (3) | Common Stock | 800,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.49 | 06/26/2023 | D | 1,115,000 | (3) | (3) | Common Stock | 1,115,000 | (3) | 0 | D | ||||
| Stock Option (Right to Buy) | $4.55 | 06/26/2023 | D | 900,000 | (3) | (3) | Common Stock | 900,000 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Includes 2,030 shares of common stock of the Issuer ("Company Common Stock") purchased by the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan prior to the date of this Form 4. |
| 2. This Form 4 reports 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 shares of Company Common Stock and thereafter merged with and into the Issuer, effective as of June 26, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company 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. |
| 3. Pursuant to the Merger Agreement, each option to purchase shares of Company 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 Company Common Stock under such option, multiplied by (B) the total number of shares of Company Common Stock subject to such option. |
| Remarks: |
| /s/ Adam R. Craig | 06/26/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||