Sec Form 4 Filing - BVF PARTNERS L P/IL @ CTI BIOPHARMA CORP - 2023-04-05

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
CTI BIOPHARMA CORP [ CTIC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
44 MONTGOMERY ST., 40TH FL
3. Date of Earliest Transaction (MM/DD/YY)
04/05/2023
(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, par value $0.001 ( 1 ) 3,989,130 D ( 2 )
Common Stock, par value $0.001 ( 1 ) 2,595,239 D ( 3 )
Common Stock, par value $0.001 ( 1 ) 702,505 D ( 4 )
Common Stock, par value $0.001 ( 1 ) 1,526,147 I ( 5 ) See footnote ( 5 )
Common Stock, par value $0.001 ( 1 ) 43,139 I ( 6 ) See footnote ( 6 )
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
Series X Convertible Preferred Stock ( 1 ) ( 7 ) $ 10,000 ( 8 ) ( 8 ) Common Stock, par value $0.001 15,940,000 1,594 D ( 2 )
Series X Convertible Preferred Stock ( 1 ) ( 7 ) $ 10,000 ( 8 ) ( 8 ) Common Stock, par value $0.001 12,500,000 1,250 D ( 3 )
Series X Convertible Preferred Stock ( 1 ) ( 7 ) $ 10,000 ( 8 ) ( 8 ) Common Stock, par value $0.001 1,910,000 191 D ( 4 )
Series X Convertible Preferred Stock ( 1 ) ( 7 ) $ 10,000 ( 8 ) ( 8 ) Common Stock, par value $0.001 120,000 12 I ( 5 ) See footnote ( 5 )
Series X1 Convertible Preferred Stock ( 1 ) ( 9 ) ( 9 ) ( 9 ) Common Stock, par value $0.001 3,440,000 344 D ( 2 )
Series X1 Convertible Preferred Stock ( 1 ) ( 9 ) ( 9 ) ( 9 ) Common Stock, par value $0.001 2,390,000 239 D ( 3 )
Series X1 Convertible Preferred Stock ( 1 ) ( 9 ) ( 9 ) ( 9 ) Common Stock, par value $0.001 170,000 17 D ( 4 )
Non-Qualified Stock Option (Right to Buy) ( 6 ) $ 0.8411 ( 10 ) 05/16/2029 Common Stock, par value $0.001 120,000 120,000 I ( 6 ) See footnote ( 6 )
Non-Qualified Stock Option (Right to Buy) ( 6 ) $ 4.61 ( 10 ) 05/17/2028 Common Stock, par value $0.001 60,000 60,000 I ( 6 ) See footnote ( 6 )
Stock Option (Right to Buy) ( 6 ) $ 4.25 ( 10 ) 02/22/2027 Common Stock, par value $0.001 50,000 50,000 I ( 6 ) See footnote ( 6 )
Stock Option (Right to Buy) ( 6 ) $ 3.3 ( 10 ) 03/10/2031 Common Stock, par value $0.001 80,000 80,000 I ( 6 ) See footnote ( 6 )
Stock Option (Right to Buy) ( 6 ) $ 4.49 ( 10 ) 03/09/2032 Common Stock, par value $0.001 80,000 80,000 I ( 6 ) See footnote ( 6 )
Stock Option (Right to Buy) ( 6 ) $ 4.08 04/05/2023 A 80,000 ( 11 ) 04/05/2033 Common Stock, par value $0.001 80,000 $ 0 80,000 I ( 6 ) See footnote ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BVF PARTNERS L P/IL
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO, CA94104
X X See Remarks
BIOTECHNOLOGY VALUE FUND L P
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO, CA94104
X X See Explanation of Responses
BVF I GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA94104
X X See Explanation of Responses
BIOTECHNOLOGY VALUE FUND II LP
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO, CA94104
X See Explanation of Responses
BVF II GP LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA94104
X See Explanation of Responses
Biotechnology Value Trading Fund OS LP
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9KY1-1104
X See Explanation of Responses
BVF Partners OS Ltd.
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9KY1-1104
X See Explanation of Responses
BVF GP HOLDINGS LLC
44 MONTGOMERY ST., 40TH FLOOR
SAN FRANCISCO, CA94104
X X See Explanation of Responses
BVF INC/IL
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO, CA94104
X X See Explanation of Responses
LAMPERT MARK N
44 MONTGOMERY ST.
40TH FL
SAN FRANCISCO, CA94104
X X See Explanation of Responses
Signatures
BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 04/07/2023
Signature of Reporting Person Date
Biotechnology Value Fund, L.P., By: BVF I GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 04/07/2023
Signature of Reporting Person Date
BVF I GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 04/07/2023
Signature of Reporting Person Date
Biotechnology Value Fund II, L.P., By: BVF II GP LLC, its general partner, By: /s/ Mark N. Lampert, Chief Executive Officer 04/07/2023
Signature of Reporting Person Date
BVF II GP LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 04/07/2023
Signature of Reporting Person Date
BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 04/07/2023
Signature of Reporting Person Date
Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President 04/07/2023
Signature of Reporting Person Date
BVF GP Holdings LLC, By: /s/ Mark N. Lampert, Chief Executive Officer 04/07/2023
Signature of Reporting Person Date
BVF Inc., By: /s/ Mark N. Lampert, President 04/07/2023
Signature of Reporting Person Date
/s/ Mark N. Lampert 04/07/2023
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"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF I GP LLC ("BVF GP"), BVF II GP LLC ("BVF2 GP"), BVF GP Holdings LLC ("BVF GPH"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock, par value $0.001 (the "Common Stock"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
( 2 )Securities owned directly by BVF. As the general partner of BVF, BVF GP may be deemed to beneficially own the securities owned directly by BVF. As the sole member of BVF GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF. As the investment manager of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
( 3 )Securities owned directly by BVF2. As the general partner of BVF2, BVF2 GP may be deemed to beneficially own the securities owned directly by BVF2. As the sole member of BVF2 GP, BVF GPH may be deemed to beneficially own the securities owned directly by BVF2. As the investment manager of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
( 4 )Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
( 5 )Securities held in certain Partners managed accounts (the "Partners Managed Accounts"). Partners, as the investment manager of the Partners Managed Accounts, may be deemed to beneficially own the securities held by the Partners Managed Accounts. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities held by the Partners Managed Accounts. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities held by the Partners Managed Accounts.
( 6 )Partners, BVF Inc. and Mr. Lampert may be deemed to have a pecuniary interest in the securities reported owned herein due to a certain agreement between Partners and Mr. Perry, who serves on the Issuer's Board of Directors and as a member of Partners, pursuant to which Mr. Perry is obligated to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the securities reported owned herein to Partners. As such, Mr. Perry disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
( 7 )Shares of Series X Preferred Stock acquired pursuant to the terms and conditions of a backstop commitment made by certain of the Reporting Persons in connection with the Issuer's rights offering.
( 8 )The Series X Convertible Preferred Stock, par value $0.001 per share (the "Series X Preferred Stock") has no expiration date, and is convertible into shares of Common Stock at any time at the option of the holder thereof. Each share of Series X Preferred Stock is convertible into 10,000 shares of Common Stock. The Series X Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion.
( 9 )The Series X1 Convertible Preferred Stock, par value $0.001 per share (the "Series X1 Preferred Stock") has no expiration date, and is convertible into shares of Common Stock at any time at the option of the holder thereof. Each share of Series X1 Preferred Stock is convertible into 10,000 shares of Common Stock. The Series X1 Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion.
( 10 )This stock option has vested in its entirety in accordance with its terms.
( 11 )This stock option vests on the first to occur of (i) the date that is twelve months after the date of grant, and (ii) immediately prior to the first annual meeting of the Issuer's stockholders in 2024 at which one or more members of the Issuer's Board of Directors are to be elected, subject to Mr. Perry's continued service through such date or event.

Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons may be deemed to be a director by deputization of the Issuer due to a member of Partners, Mr. Perry, serving on the Board of Directors of the Issuer, and his agreement to transfer the economic benefit, if any, received upon the sale of the shares issuable upon exercise of the securities reported owned herein to Partners.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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