Sec Form 4 Filing - BENNER STEVEN E @ CELL THERAPEUTICS INC - 2013-03-21

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 BENNER STEVEN E 2. Issuer Name and Ticker or Trading Symbol CELL THERAPEUTICS INC [ CTIC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Chief Medical Officer (Last) (First) (Middle) 3101 WESTERN AVENUE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 03/21/2013 (Street) SEATTLE, WA98121 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 Common Stock ( 1 ) 03/21/2013 A 296,705 A $ 0 363,371 D Common Stock 33,334 I by Trust

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 Performance Rights ( 2 ) $ 0 03/21/2013 A 253,438 ( 2 ) ( 2 ) 12/31/2015 Common Stock 253,438 $ 0 253,438 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BENNER STEVEN E 3101 WESTERN AVENUE, SUITE 600 SEATTLE, WA98121 EVP, Chief Medical Officer Signatures Louis A. Bianco, Attorney-in-fact for Steven E. Benner 03/22/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction represents a grant by CTIC of restricted stock. The grant is scheduled to vest as to one-third of the shares on the dates that are six months, 12 months and 18 months after the date of grant. ( 2 )This transaction represents a grant of performance-based restricted stock units pursuant to CTIC's long-term incentive program. The reporting person has been granted an award that is payable in shares of CTIC common stock upon the achievement of certain performance goals on or before December 31, 2015. Should such a goal be timely achieved, the number of shares payable will be determined by multiplying the payout percentage that has been assigned by CTIC to that goal multiplied by the number of shares of CTIC common stock issued and outstanding at the time that particular goal has been achieved. One such performance goal is the attainment by CTIC of a specified level of market capitalization. The units reported above reflect the 0.225% payout percentage that has been assigned by CTIC to this market capitalization goal for purposes of the reporting person's award multiplied by the number of shares of CTIC common stock issued and outstanding as of March 21, 2013.

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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