FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Craig Adam R
2. Issuer Name and Ticker or Trading Symbol

CTI BIOPHARMA CORP [ CTIC ]
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
(Last)          (First)          (Middle)

C/O CTI BIOPHARMA CORP., 3101 WESTERN AVE., SUITE 600
3. Date of Earliest Transaction (MM/DD/YYYY)

3/20/2017
(Street)

SEATTLE, WA 98121
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $4.24   3/20/2017     A      1200000         (1) 3/19/2027   Common Stock   1200000   $0.00   1200000   D    

Explanation of Responses:
( 1)  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).

Remarks:
Chief Executive Officer and President

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Craig Adam R
C/O CTI BIOPHARMA CORP.
3101 WESTERN AVE., SUITE 600
SEATTLE, WA 98121
X
See Remarks

Signatures
/s/ Bruce J. Seeley, Attorney-in-fact for Adam R. Craig 3/21/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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