Filing Details
- Accession Number:
- 0000950103-17-001128
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-06 14:06:23
- Filed By:
- Baxalta Inc
- Company:
- Cti Biopharma Corp (NASDAQ:CTIC)
- Filing Date:
- 2017-02-06
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Baxalta Incorporated | 0 | 1,567,398 | 0 | 1,567,398 | 1,567,398 | 5.5% |
| Baxalta GmbH | 0 | 1,567,398 | 0 | 1,567,398 | 1,567,398 | 5.5% |
| Shire plc | 0 | 1,567,398 | 0 | 1,567,398 | 1,567,398 | 5.5% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CTI BIOPHARMA CORP.
(Name of Issuer)
Common stock, no par value per share
(Title of Class of Securities)
12648L106
(CUSIP Number)
January 1, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 12648L106
| 1. | Names of reporting persons
Baxalta Incorporated
| ||||
| 2. | Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) ¨
| ||||
| 3. | SEC use only
| ||||
| 4. | Citizenship or place of organization
Delaware
| ||||
| Number of shares beneficially owned by each reporting person with | 5. | Sole voting power
0
| |||
| 6. | Shared voting power
1,567,398
| ||||
| 7. | Sole dispositive power
0
| ||||
| 8. | Shared dispositive power
1,567,398
| ||||
| 9. | Aggregate amount beneficially owned by each reporting person
1,567,398
| ||||
| 10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
¨
| ||||
| 11. | Percent of class represented by amount in Row (9)
5.5% (1)
| ||||
| 12. | Type of reporting person (see instructions)
CO
| ||||
| (1) | Percentage of class calculation is based upon 28,237,661 shares of issuer’s common stock outstanding, which is calculated based upon 282,376,610 shares of issuer’s common stock outstanding as of October 27, 2016, as disclosed by the issuer in its quarterly report for the quarter ended September 30, 2016 filed with the Securities and Exchange Commission on Form 10-Q on November 8, 2016, as adjusted to reflect the one-for-ten reverse stock split, which became effective on January 1, 2017, as disclosed by the issuer in its periodic report filed with the Securities and Exchange Commission on Form 8-K on December 9, 2016. |
CUSIP No. 12648L106
| 1. | Names of reporting persons
Baxalta GmbH
| ||||
| 2. | Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) ¨
| ||||
| 3. | SEC use only
| ||||
| 4. | Citizenship or place of organization
Switzerland
| ||||
| Number of shares beneficially owned by each reporting person with | 5. | Sole voting power
0
| |||
| 6. | Shared voting power
1,567,398
| ||||
| 7. | Sole dispositive power
0
| ||||
| 8. | Shared dispositive power
1,567,398
| ||||
| 9. | Aggregate amount beneficially owned by each reporting person
1,567,398
| ||||
| 10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
¨
| ||||
| 11. | Percent of class represented by amount in Row (9)
5.5% (1)
| ||||
| 12. | Type of reporting person (see instructions)
CO
| ||||
| (1) | Percentage of class calculation is based upon 28,237,661 shares of issuer’s common stock outstanding, which is calculated based upon 282,376,610 shares of issuer’s common stock outstanding as of October 27, 2016, as disclosed by the issuer in its quarterly report for the quarter ended September 30, 2016 filed with the Securities and Exchange Commission on Form 10-Q on November 8, 2016, as adjusted to reflect the one-for-ten reverse stock split, which became effective on January 1, 2017, as disclosed by the issuer in its periodic report filed with the Securities and Exchange Commission on Form 8-K on December 9, 2016. |
CUSIP No. 12648L106
| 1. | Names of reporting persons
Shire plc
| |||||
| 2. | Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) ¨
| |||||
| 3. | SEC use only
| |||||
| 4. | Citizenship or place of organization
Jersey, Channel Islands
| |||||
| Number of shares beneficially owned by each reporting person with | 5. | Sole voting power
0
| ||||
| 6. | Shared voting power
1,567,398
| |||||
| 7. | Sole dispositive power
0
| |||||
| 8. | Shared dispositive power
1,567,398
| |||||
| 9. | Aggregate amount beneficially owned by each reporting person
1,567,398
| |||||
| 10. | Check if the aggregate amount in Row (9) excludes certain shares (see instructions)
¨
| |||||
| 11. | Percent of class represented by amount in Row (9)
5.5% (1)
| |||||
| 12. | Type of reporting person (see instructions)
CO
| |||||
| (1) | Percentage of class calculation is based upon 28,237,661 shares of issuer’s common stock outstanding, which is calculated based upon 282,376,610 shares of issuer’s common stock outstanding as of October 27, 2016, as disclosed by the issuer in its quarterly report for the quarter ended September 30, 2016 filed with the Securities and Exchange Commission on Form 10-Q on November 8, 2016, as adjusted to reflect the one-for-ten reverse stock split, which became effective on January 1, 2017, as disclosed by the issuer in its periodic report filed with the Securities and Exchange Commission on Form 8-K on December 9, 2016. |
| Item 4. | Ownership . | ||||||
| (a) | Amount beneficially owned : 1,567,398 (1) (2) | ||||||
| (b) | Percent of class : 5.5% (3) | ||||||
| (c) | Number of shares as to which the person has : | ||||||
| (i) | Sole power to vote or to direct the vote: 0 | ||||||
| (ii) | Shared power to vote or to direct the vote: 1,567,398 (1) (2) | ||||||
| (iii) | Sole power to dispose or to direct the disposition of: 0 | ||||||
| (iv) | Shared power to dispose or to direct the disposition of: 1,567,398 (1) (2) | ||||||
| (1) | The reported securities are beneficially owned by Baxalta GmbH, an indirect wholly-owned subsidiary of Baxalta Incorporated (“Baxalta”), which, in turn, is an indirect wholly-owned subsidiary of Shire plc (“Shire”), following consummation of Shire’s acquisition of Baxalta pursuant to the merger of a wholly-owned subsidiary of Shire with and into Baxalta, which merger transaction closed on June 3, 2016. |
| (2) | As disclosed by the issuer in its periodic report filed with the Securities and Exchange Commission on Form 8-K on December 9, 2016, the issuer effected a one-for-ten reverse stock split, which became effective on January 1, 2017. The reverse stock split reduced the number of reported securities beneficially owned by the reporting persons from 15,673,981 to 1,567,398. |
| (3) | Percentage of class calculation is based upon 28,237,661 shares of issuer’s common stock outstanding, which is calculated based upon 282,376,610 shares of issuer’s common stock outstanding as of October 27, 2016, as disclosed by the issuer in its quarterly report for the quarter ended September 30, 2016 filed with the Securities and Exchange Commission on Form 10-Q on November 8, 2016, as adjusted to reflect the one-for-ten reverse stock split, which became effective on January 1, 2017, as disclosed by the issuer in its periodic report filed with the Securities and Exchange Commission on Form 8-K on December 9, 2016. |
Exhibits:
Exhibit 1 – Joint Filing Statement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 6, 2017
| BAXALTA INCORPORATED | ||
| By: | /s/ Lenin E. Lopez | |
| Name: | Lenin E. Lopez | |
| Title: | Assistant Secretary | |
| BAXALTA GMBH | ||
| By: | /s/ Jeffrey Prowda | |
| Name: | Jeffrey Prowda | |
| Title: | Attorney-in-fact | |
| SHIRE PLC | ||
| By: | ||
| Name: | Bill Mordan | |
| Title: | Company Secretary | |