Sec Form 4 Filing - New Leaf Ventures II, L.P. @ MEI Pharma, Inc. - 2013-11-21

Insider filing report for Changes in Beneficial Ownership
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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
New Leaf Ventures II, L.P.
2. Issuer Name and Ticker or Trading Symbol
MEI Pharma, Inc. [ MEIP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O NEW LEAF VENTURES, TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
3. Date of Earliest Transaction (MM/DD/YY)
11/21/2013
(Street)
NEW YORK, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 11/21/2013 S 365,000 D $ 8.25 1,680,475 D ( 1 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
New Leaf Ventu res II, L.P.
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
NEW YORK, NY10036
X
New Leaf Venture Associates II, L.P.
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
NEW YORK, NY10036
X
New Leaf Venture Management II, L.L.C.
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
NEW YORK, NY10036
X
Chambon Philippe O.
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
NEW YORK, NY10036
X
NIEDEL JAMES
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
NEW YORK, NY10036
X
HUNT RONALD
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
NEW YORK, NY10036
X
Lathi Vijay K
C/O NEW LEAF VENTURES
2500 SAND HILL ROAD, SUITE 203
MENLO PARK, CA94025
X
Delagardelle Jeani
C/O NEW LEAF VENTURES
2500 SAND HILL ROAD, SUITE 203
MENLO PARK, CA94025
X
Ratcliffe Liam
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
NEW YORK, NY10036
X
Signatures
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P., the sole general partner of New Leaf Ventures II, L.P. 11/25/2013
Signature of Reporting Person Date
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P. 11/25/2013
Signature of Reporting Person Date
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C. 11/25/2013
Signature of Reporting Person Date
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Philippe O. Chambon 11/25/2013
Signature of Reporting Person Date
/s/ Craig L. Slutzkin, as Attorney-in-Fact for James Niedel 11/25/2013
Signature of Reporting Person Date
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Ronald Hunt 11/25/2013
Signature of Reporting Person Date
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Vijay Lathi 11/25/2013
Signature of Reporting Person Date
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Jeani Delagardelle 11/25/2013
Signature of Reporting Person Date
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Liam Ratcliffe 11/25/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are directly held by New Leaf Ventures II, L.P. ("NLV II") and indirectly held by New Leaf Venture Associates II, L.P. ("NLV Associates II"), the sole general partner of NLV II, New Leaf Venture Management II, L.L.C. ("NLV Management II"), the sole general partner of NLV Associates II, and the individual managers of NLV Management II (NLV Associates II, NLV Management II and the individual managers of NLV Management II each, an "Indirect Reporting Person"). The individual managers of NLV Management II filing jointly with NLV II, NLV Associates II and NLV Management II are Philippe O. Chambon, James Niedel, Ronald Hunt, Vijay Lathi, Jeani Delagardelle and Liam Ratcliffe. Each Indirect Reporting Person disclaims beneficial ownership of such portion of the NLV II shares in which such Indirect Reporting Person has no actual pecuniary interest therein.

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