Sec Form 4 Filing - Wood Steven D @ MEI Pharma, Inc. - 2023-12-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wood Steven D 2. Issuer Name and Ticker or Trading Symbol MEI Pharma, Inc. [ MEIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MEI PHARMA, INC., 11455 EL CAMINO REAL, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 12/18/2023 (Street) SAN DIEGO, CA92101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 6.33 12/18/2023 A 6,700 ( 1 ) 12/18/2033 Common Stock 6,700 $ 0 6,700 D Stock Option (Right to Buy) $ 6.33 12/18/2023 A 10,000 ( 2 ) 12/18/2033 Common Stock 10,000 $ 0 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wood Steven D C/O MEI PHARMA, INC. 11455 EL CAMINO REAL, SUITE 250 SAN DIEGO, CA92101 X Signatures /s/ Justin J. File, as attorney in fact 12/20/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Such option shall be vested and exercisable with respect to 12.5% of the shares on the date of grant and the remainder of the option will vest and become exercisable in equal monthly amounts of 12.5% of the shares subject to the option, beginning on the first day of each calendar month following the date of grant (January 1, 2024) and continuing through July 1, 2024 with full vesting on July 1, 2024, subject to continued service through the applicable vesting date. ( 2 )Such option shall vest and become exercisable in 36 equal monthly installments, with the first installment vesting on the one-month anniversary of the date of grant, subject to continued service through the applicable vesting 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).

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