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Filing Details

Accession Number:: 0000921895-21-000960
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-04-05 20:15:27
Reporting Period:: 2021-04-01

Accepted Time:: 2021-04-05 20:15:27
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
891293	Cti Biopharma Corp	CTIC	Pharmaceutical Preparations (2834)	911533912

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
918923	P L Fund Value Biotechnology	44 Montgomery St. 40Th Fl San Francisco CA 94104	No	No	Yes	Yes
1055947	P/Il L Partners Bvf	44 Montgomery St. 40Th Fl San Francisco CA 94104	Yes	No	Yes	Yes
1056807	Bvf Inc/Il	44 Montgomery St. 40Th Fl San Francisco CA 94104	No	No	Yes	Yes
1102444	Biotechnology Value Fund Ii Lp	44 Montgomery St. 40Th Fl San Francisco CA 94104	No	No	No	Yes
1233840	N Mark Lampert	44 Montgomery St. 40Th Fl San Francisco CA 94104	No	No	Yes	Yes
1660683	Biotechnology Value Trading Fund Os Lp	P.o. Box 309 Ugland House Grand Cayman E9 KY1-1104	No	No	No	Yes
1660684	Ltd. Os Partners Bvf	P.o. Box 309 Ugland House Grand Cayman E9 KY1-1104	No	No	No	Yes
1803805	Bvf I Gp Llc	44 Montgomery St., 40Th Floor San Francisco CA 94104	No	No	Yes	Yes
1803806	Bvf Ii Gp Llc	44 Montgomery St., 40Th Floor San Francisco CA 94104	No	No	No	Yes
1803809	Bvf Gp Holdings Llc	44 Montgomery St., 40Th Floor San Francisco CA 94104	No	No	Yes	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock, Par Value $0.001	Acquisiton	2021-04-01	1,044,813	$2.50	4,085,933	No	4	P	Direct
Common Stock, Par Value $0.001	Acquisiton	2021-04-01	950,016	$2.50	3,059,296	No	4	P	Direct
Common Stock, Par Value $0.001	Acquisiton	2021-04-01	5,171	$2.50	488,879	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $0.001	Series X1 Convertible Preferred Stock	Acquisiton	2021-04-01	344	$25,000.00	3,440,000	$0.00
Common Stock, Par Value $0.001	Series X1 Convertible Preferred Stock	Acquisiton	2021-04-01	239	$25,000.00	2,390,000	$0.00
Common Stock, Par Value $0.001	Series X1 Convertible Preferred Stock	Acquisiton	2021-04-01	17	$25,000.00	170,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
344	No	4	P	Direct
239	No	4	P	Direct
17	No	4	P	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.001	1,295,582	Indirect	See footnote
Common Stock, Par Value $0.001	43,139	Indirect	See footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock, Par Value $0.001	Series X Convertible Preferred Stock	$10,000.00		15,940,000	1,594	Direct
Common Stock, Par Value $0.001	Series X Convertible Preferred Stock	$10,000.00		12,500,000	1,250	Direct
Common Stock, Par Value $0.001	Series X Convertible Preferred Stock	$10,000.00		1,910,000	191	Direct
Common Stock, Par Value $0.001	Series X Convertible Preferred Stock	$10,000.00		120,000	12	Indirect
Common Stock, Par Value $0.001	Series O Convertible Preferred Stock	$2,001.00		3,754,000	5,631	Direct
Common Stock, Par Value $0.001	Series O Convertible Preferred Stock	$2,001.00		2,426,667	3,640	Direct
Common Stock, Par Value $0.001	Series O Convertible Preferred Stock	$2,001.00		682,666	1,024	Direct
Common Stock, Par Value $0.001	Series O Convertible Preferred Stock	$2,001.00		1,520,000	2,280	Indirect
Common Stock, Par Value $0.001	Non-Qualified Stock Option (Right to Buy)	$0.84	2029-05-16	120,000	120,000	Indirect
Common Stock, Par Value $0.001	Non-Qualified Stock Option (Right to Buy)	$4.61	2028-05-17	60,000	60,000	Indirect
Common Stock, Par Value $0.001	Stock Option (Right to Buy)	$4.25	2027-02-22	50,000	50,000	Indirect
Common Stock, Par Value $0.001	Stock Option (Right to Buy)	$3.30	2031-03-10	80,000	80,000	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
	15,940,000	1,594	Direct
	12,500,000	1,250	Direct
	1,910,000	191	Direct
	120,000	12	Indirect
	3,754,000	5,631	Direct
	2,426,667	3,640	Direct
	682,666	1,024	Direct
	1,520,000	2,280	Indirect
2029-05-16	120,000	120,000	Indirect
2028-05-17	60,000	60,000	Indirect
2027-02-22	50,000	50,000	Indirect
2031-03-10	80,000	80,000	Indirect

Footnotes

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.
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 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.
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 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.
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.
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.
The Series X Convertible Preferred Stock, par value $0.001 per share (the "Series X Preferred Stock") are 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 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion.
The Series O Convertible Preferred Stock, par value $0.001 per share (the "Series O Preferred Stock") have no expiration date, and are convertible upon issuance; the conversion ratio is 667 shares of Common Stock for 1 share of Series O Preferred Stock. The Series O 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.
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.
This stock option was granted on March 10, 2021 and 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 2022 at which one or more members of the Issuer's Board of Directors are to be elected, subject to Matthew Perry's continued service through such date or event. The stock option is subject to stockholder approval of an increase in the share reserve under the Issuer's 2017 Equity Incentive Plan, which approval must occur within one year from the grant date.
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.
The option vested 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 Company's stockholders in 2020 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.
This stock option was granted on May 17, 2018 and vested on the first to occur of (i) the date that was twelve months after the date of grant, and (ii) immediately prior to the first annual meeting of the Company's stockholders in 2019 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.
This stock option was granted on February 23, 2017, and vested on the first to occur of (i) the date that was twelve months after the date of grant, (ii) the first annual meeting of CTIC's shareholders in 2018 at which one or more members of the CTIC Board of Directors was elected, or (iii) immediately prior to the occurrence of a Change of Control (as such term is defined in CTIC's 2015 Equity Incentive Plan).
The Series X1 Convertible Preferred Stock, par value $0.001 per share (the "Series X1 Preferred Stock") have no expiration date, and are convertible upon issuance; the conversion ratio is 10,000 shares of Common Stock for 1 share of Series X1 Preferred 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 9.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion.