Sec Form 4 Filing - Mass Robert D. @ MEI Pharma, Inc. - 2020-07-02

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 Mass Robert D. 2. Issuer Name and Ticker or Trading Symbol MEI Pharma, Inc. [ MEIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) C/O MEI PHARMA, INC., 11455 EL CAMINO REAL, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 07/02/2020 (Street) SAN DIEGO, CA92130 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) $ 3.49 07/02/2020 A 230,000 ( 1 ) 07/02/2030 Common Stock 230,000 $ 0 230,000 D Stock Option (Right to Buy) $ 1.57 ( 2 ) 07/28/2025 Common Stock 112,500 112,500 D Stock Option (Right to Buy) $ 1.36 ( 3 ) 07/29/2026 Common Stock 135,000 135,000 D Stock Option (Right to Buy) $ 2.83 ( 4 ) 07/06/2027 Common Stock 135,000 135,000 D Stock Option (Right to Buy) $ 4.33 ( 5 ) 06/22/2028 Common Stock 100,000 100,000 D Stock Option (Right to Buy) $ 4.28 ( 6 ) 07/12/2028 Common Stock 130,000 130,000 D Stock Option (Right to Buy) $ 2.52 ( 7 ) 07/01/2029 Common Stock 230,000 230,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mass Robert D. C/O MEI PHARMA, INC. 11455 EL CAMINO REAL, SUITE 250 SAN DIEGO, CA92130 Chief Medical Officer Signatures /s/ Brian G. Drazba, as attorney in fact 07/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )One-quarter of such options shall vest on July 2, 2021 and the remaining three-quarters of such options shall vest monthly over a three-year period beginning on July 2, 2021. ( 2 )All of such options are presently exercisable. ( 3 )One-quarter of such options vested on July 29, 2017 and the remaining three-quarters of such options shall vest monthly over a three-year period beginning on July 29, 2017. ( 4 )One-quarter of such options vested on July 6, 2018 and the remaining three-quarters of such options shall vest monthly over a three-year period beginning on July 6, 2018. ( 5 )One-quarter of such options vested on June 22, 2019 and the remaining three-quarters of such options shall vest monthly over a three-year period beginning on June 22, 2019. ( 6 )One-quarter of such options vested on July 12, 2019 and the remaining three-quarters of such options shall vest monthly over a three-year period beginning on July 12, 2019. ( 7 )One-quarter of such options vested on July 1, 2020 and the remaining three-quarters of such options shall vest monthly over a three-year period beginning on July 1, 2020.

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).

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