Sec Form 4 Filing - BVF PARTNERS L P/IL @ Capstone Therapeutics Corp. - 2017-07-14

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
BVF PARTNERS L P/IL
2. Issuer Name and Ticker or Trading Symbol
Capstone Therapeutics Corp. [ CAPS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Explanation of Responses
(Last) (First) (Middle)
1 SANSOME ST, 30TH FL
3. Date of Earliest Transaction (MM/DD/YY)
07/14/2017
(Street)
SAN FRANCISCO, CA94104
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, $0.0005 par value ( 1 ) 07/14/2017 S( 6 ) 3,993,637 D $ 0.06 0 I ( 2 ) By BVF Investments, L.L.C. ( 3 )
Common Stock, $0.0005 par value ( 1 ) 07/14/2017 S( 6 ) 242,236 D $ 0.06 1,377,652 I ( 4 ) By Biotechnology Value Fund, L.P.
Common Stock, $0.0005 par value ( 1 ) 07/14/2017 S( 6 ) 105,713 D $ 0.06 890,487 I ( 5 ) By Biotechnology Value Fund II, L.P.
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
BVF PARTNERS L P/IL
1 SANSOME ST
30TH FL
SAN FRANCISCO, CA94104
See Explanation of Responses
BIOTECHNOLOGY VALUE FUND L P
1 SANSOME ST
30TH FL
SAN FRANCISCO, CA94104
See Explanation of Responses
BIOTECHNOLOGY VALUE FUND II LP
1 SANSOME ST
30TH FL
SAN FRANCISCO, CA94104
See Explanation of Responses
BVF INVESTMENTS LLC
1 SANSOME ST
30TH FL
SAN FRANCISCO, CA94104
See Explanation of Responses
BVF INC/IL
1 SANSOME ST
30TH FL
SAN FRANCISCO, CA94104
See Explanation of Responses
LAMPERT MARK N
1 SANSOME ST
30TH FL
SAN FRANCISCO, CA94104
See Explanation of Responses
Signatures
BVF Partners L.P., By: BVF Inc., its GP, By: /s/ Mark N. Lampert, President 07/18/2017
Signature of Reporting Person Date
BIOTECHNOLOGY VALUE FUND, L.P. By: BVF Partners L.P., its GP, By: BVF Inc., By: /s/ Mark N. Lampert, President 07/18/2017
Signature of Reporting Person Date
BIOTECHNOLOGY VALUE FUND II, L.P., By: BVF Partners L.P., its GP, By: BVF Inc., By: /s/ Mark N. Lampert, President 07/18/2017
Signature of Reporting Person Date
BVF INVESTMENTS, L.L.C., By: BVF Partners L.P., its Manager, By: BVF Inc., By: /s/ Mark N. Lampert, President 07/18/2017
Signature of Reporting Person Date
BVF INC., By: /s/ Mark N. Lampert, President 07/18/2017
Signature of Reporting Person Date
Mark N. Lampert, By: /s/ Mark N. Lampert 07/18/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), BVF Investments, L.L.C. ("BVFLLC"), BVF Partners L.P. ("Partners"), BVF Inc., and Mark Lampert (collectively the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13G group that no longer owns more than 10% of the Issuer's outstanding shares of Common Stock pursuant to Rule 16a-1(a)(1). Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein.
( 2 )Shares of Common Stock owned directly by BVFLLC. As the manager of BVFLLC, Partners may be deemed to beneficially own the shares of Common Stock owned directly by BVFLLC. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the shares of Common Stock owned directly by BVFLLC. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the shares of Common Stock owned directly by BVFLLC.
( 3 )Pursuant to the operating agreement of BVFLLC, Partners is authorized, among other things, to invest the contributed capital of Samana Capital, L.P., the majority member of BVFLLC, in the Common Stock and other securities of the Issuer and to vote, exercise or convert and dispose of such securities and is entitled to receive fees based on assets under management and, subject to certain exceptions, allocations based on realized and unrealized gains on such assets.
( 4 )Shares of Common Stock owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the shares of Common Stock owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the shares of Common Stock owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the shares of Common Stock owned directly by BVF.
( 5 )Shares of Common Stock owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the shares of Common Stock owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the shares of Common Stock owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the shares of Common Stock owned directly by BVF2.
( 6 )On the Transaction Date, the Reporting Persons entered into and consummated a private sale with an entity that is unaffiliated with the Reporting Persons.

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