Statement of Changes in Beneficial Ownership (4)
March 21 2017 - 7:10PM
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
*
Craig Adam R
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2. Issuer Name
and
Ticker or Trading Symbol
CTI BIOPHARMA CORP
[
CTIC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
C/O CTI BIOPHARMA CORP., 3101 WESTERN AVE., SUITE 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/20/2017
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(Street)
SEATTLE, WA 98121
(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)
_
X
_ Form filed by One Reporting Person
___ 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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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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Stock Option (Right to Buy)
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$4.24
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3/20/2017
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A
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1200000
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(1)
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3/19/2027
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Common Stock
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1200000
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$0.00
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1200000
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D
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Explanation of Responses:
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(
1)
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The stock options will vest in six equal semi-annual installments over a three-year period beginning March 20, 2017, subject to Dr. Craig's continued employment by CTIC through the applicable vesting dates. The options will fully vest, to the extent then outstanding and unvested, if either (i) Dr. Craig's employment is terminated by CTIC without "Cause" or by him for "Good Reason" following a change in control of CTIC or (ii) Dr. Craig's employment is terminated due to his death or "Disability" (as such terms are defined in Dr. Craig's Employment Agreement). Of the total award, stock options covering 80,000 shares were granted under CTIC's 2015 Equity Incentive Plan and the balance were granted on a stand-alone basis (not under CTIC's 2015 Equity Incentive Plan) in accordance with NASDAQ Listing Rule 5635(c)(4).
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Remarks:
Chief Executive Officer and President
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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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Craig Adam R
C/O CTI BIOPHARMA CORP.
3101 WESTERN AVE., SUITE 600
SEATTLE, WA 98121
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X
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See Remarks
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Signatures
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/s/ Bruce J. Seeley, Attorney-in-fact for Adam R. Craig
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3/21/2017
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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 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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