Statement of Changes in Beneficial Ownership (4)
August 16 2016 - 7:18PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SPECTRUM PHARMACEUTICALS INC
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2. Issuer Name
and
Ticker or Trading Symbol
CASI Pharmaceuticals, Inc.
[
CASI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
11500 S. EASTERN AVE., SUITE 240
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/14/2016
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(Street)
HENDERSON, NV 89052
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/14/2016
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P
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585790
(1)
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A
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$0.01
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4823181
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D
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Common Stock
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7/20/2016
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P
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98271
(2)
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A
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$0.01
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4921452
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D
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Common Stock
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7/14/2016
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P
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394942
(1)
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A
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$0.01
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3251810
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I
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See footnote
(3)
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Common Stock
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7/20/2016
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P
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66255
(2)
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A
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$0.01
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3318065
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I
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See footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Pursuant to Investment Agreements, dated Sept. 17, 2014 ("Closing Date"), Spectrum Pharmaceuticals, Inc., a Delaware corporation ("Spectrum") and Spectrum Pharmaceuticals Cayman, L.P. ("Spectrum Cayman"), were issued a contingent right to purchase shares of the Issuer's Common Stock, at par value, in order to maintain their respective post-investment equity ownership percentage as of the Closing Date (the "Contingent Right"), in the event Issuer issued securities (subject to limited exceptions) after the Closing Date. On June 24, 2016, the Issuer consummated the second tranche of a private placement of 4,906,118 shares of Common Stock and 981,223 warrants to certain Investors, which triggered the Contingent Right to Spectrum and Spectrum Cayman to purchase, in the aggregate, 980,732 shares of the Issuer's Common Stock. Spectrum and Spectrum Cayman exercised the Contingent Right and on July 14, 2016, the Issuer issued 585,790 shares to Spectrum and 394,942 shares to Spectrum Cayman.
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(
2)
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On July 5, 2016, the Issuer consummated the third tranche of a private placement of 823,045 shares of Common Stock and 164,609 warrants to certain Investors, which triggered the Contingent Right to Spectrum and Spectrum Cayman to purchase, in the aggregate, 164,526 shares of the Issuer's Common Stock. Spectrum and Spectrum Cayman exercised the Contingent Right and, on July 20, 2016, the Issuer issued 98,271 shares to Spectrum and 66,255 shares to Spectrum Cayman
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(
3)
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These securities are owned directly by Spectrum Cayman, which is owned 99% by Spectrum and 1% by Spectrum Pharmaceuticals International Holdings, LLC, a Delaware limited liability company. As a result, Spectrum may be deemed to share voting and dispositive power over the reported securities. Spectrum disclaims beneficial ownership in the shares held directly by Spectrum Cayman except to the extent of its pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SPECTRUM PHARMACEUTICALS INC
11500 S. EASTERN AVE.
SUITE 240
HENDERSON, NV 89052
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X
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Spectrum Pharmaceuticals Cayman, L.P.
11500 S. EASTERN AVE.
SUITE 240
HENDERSON, NV 89052
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X
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Signatures
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Spectrum Pharmaceuticals, Inc.
By: /s/ Kurt A. Gustafson, attorney-in-fact for Spectrum Pharmaceuticals, Inc.
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8/16/2016
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**
Signature of Reporting Person
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Date
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Spectrum Pharmaceuticals Cayman, L.P. By: /s/ Kurt A. Gustafson, attorney-in-fact for Spectrum Pharmaceuticals Cayman, L.P.
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8/16/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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