Initial Statement of Beneficial Ownership (3)
February 10 2017 - 06:08PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Hudson Bay Capital Management LP
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2. Date of Event Requiring Statement (MM/DD/YYYY)
2/8/2017
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3. Issuer Name
and
Ticker or Trading Symbol
Galena Biopharma, Inc. [GALE]
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(Last)
(First)
(Middle)
777 THIRD AVE., 30TH FLOOR,
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
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5. 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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock, par value $0.001 per share ("Common Stock")
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4400000
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I
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See footnote
(1)
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Warrant (right to buy)
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3/18/2015
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3/18/2020
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Common Stock
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62500
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$41.6
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I
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See footnote
(1)
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Warrant (right to buy)
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1/7/2016
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1/21/2021
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Common Stock
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54545
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$28.4
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I
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See footnote
(1)
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Warrant (right to buy)
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4/21/2012
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4/20/2017
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Common Stock
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1
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$1.0
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I
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See footnote
(1)
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Warrant (right to buy)
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2/8/2017
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2/8/2022
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Common Stock
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4400000
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$1.1
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I
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See footnote
(1)
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Call Options (obligation to sell)
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(2)
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1/19/2018
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Common Stock
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5000
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$1.0
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I
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See footnote
(1)
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Call Options (obligation to sell)
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(2)
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1/19/2018
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Common Stock
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15300
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$1.5
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I
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See footnote
(1)
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Call Options (obligation to sell)
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(2)
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1/19/2018
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Common Stock
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30075
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$2.0
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I
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See footnote
(1)
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Call Options (obligation to sell)
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(2)
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1/19/2018
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Common Stock
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3400
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$3.0
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I
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See footnote
(1)
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Explanation of Responses:
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(
1)
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The securities are held by Hudson Bay Master Fund, Ltd. (the "Fund"). Hudson Bay Capital Management LP (the "Investment Manager") serves as the investment manager of the Fund. As such, the Investment Manager may be deemed to have beneficial ownership of the securities held by the Fund. As the managing member of the general partner of Hudson Bay Capital Management LP, Mr. Sander Gerber may be deemed to have beneficial ownership of the securities held by the Fund. Each Reporting Person disclaims beneficial ownership of the securities held by the Fund, except to the extent of its or his pecuniary interest therein.
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(
2)
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Exercisable at any time.
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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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Hudson Bay Capital Management LP
777 THIRD AVE., 30TH FLOOR
NEW YORK, NY 10017
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X
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Gerber Sander
C/O HUDSON BAY CAPITAL MANAGEMENT, L.P.
777 THIRD AVENUE, 30TH FLOOR
NEW YORK, NY 10017
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X
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Signatures
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Hudson Bay Capital Management LP, By: /s/ Sander Gerber, Authorized Signatory
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2/10/2017
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**
Signature of Reporting Person
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Date
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/s/ Sander Gerber
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2/10/2017
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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 5(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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