Sec Form 4 Filing - SEELEY BRUCE J. @ CTI BIOPHARMA CORP - 2015-12-23

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 SEELEY BRUCE J. 2. Issuer Name and Ticker or Trading Symbol CTI BIOPHARMA CORP [ 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 Commercial Officer (Last) (First) (Middle) 3101 WESTERN AVENUE, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2015 (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

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 ( 1 ) $ 0 12/23/2015 D 406,483 ( 1 ) ( 1 ) Common Stock 406,483 $ 0 0 D Employee Stock Option (Right to Buy) $ 1.24 12/23/2015 A 1,100,000 ( 2 ) 12/23/2015 Common Stock 1,100,000 $ 0 1,100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SEELEY BRUCE J. 3101 WESTERN AVENUE SUITE 600 SEATTLE, WA98121 EVP, Chief Commercial Officer Signatures By: Louis A. Bianco, Attorney-in-fact For: Bruce J. Seeley 12/23/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In a Form 4 filed on July 29, 2015, the reporting person reported the acquisition of the number of performance rights identified in the table above that related to the issuer's achievement of a market capitalization goal. That award no longer represents the right to receive shares of the issuer's common stock. Instead, if the applicable performance goal is achieved by December 31, 2016, the reporting person will be entitled to the grant of a stock option with respect to the same number of shares that would have been issued to the reporting person upon achievement of the goal under the original terms of the award. ( 2 )The option is scheduled to vest in eight semi-annual installments over the four-year period following the grant date, subject to the reporting person's continued employment or service with the issuer 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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