CTIC CTI BioPharma Corporation

Item 1.  Security and Issuer.

This Amendment No. 2 (“Amendment No.2”) to Schedule 13D amends and supplements the statement on 13D originally filed on February 20, 2018 and Amendment No. 1 filed on February 13, 2020, relating to the common shares, $0.001 par value (the “Common Stock”), of CTI BioPharma Corp. (the “Issuer”) having its principal executive office at 3101 Western Avenue, Suite 800, Seattle, Washington 98121.

Certain terms used but not defined in this Amendment No. 2 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1 thereto). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1 thereto).

Item 2.  Identity and Background.

This statement is being filed by:

(a) Growth Equity Opportunities Fund V, LLC (“GEO”);

(b) New Enterprise Associates 16, L.P. (“NEA 16”), which is the sole member of GEO, NEA Partners 16, L.P. (“NEA Partners 16”), which is the sole general partner of NEA 16; and NEA 16 GP, LLC (“NEA 16 LLC” and, together with NEA Partners 16, the “Control Entities”), which is the sole general partner of NEA Partners 16; and

(c) Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Joshua Makower (“Makower”), Scott D. Sandell (“Sandell”), Peter W. Sonsini (“Sonsini”) and Paul Walker (“Walker”) (together, the “Managers”). The Managers are the managers of NEA 16 LLC.

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of the principal business office of GEO, NEA 16 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Behbahani is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Chang, Makhzoumi, Makower, Sandell, Sonsini and Walker is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5^th Avenue, 19^th Floor, New York, NY 10001.

The principal business of GEO and NEA 16 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 16 is to act as the sole general partner of NEA 16. The principal business of NEA 16 LLC is to act as the sole general partner of NEA Partners 16. The principal business of each of the Managers is to manage the Control Entities, GEO and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

GEO and NEA 16 LLC are limited liability companies organized under the laws of the State of Delaware. NEA 16 and NEA Partners 16 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.

Item 4.  Purpose of Transaction.

On March 2, 2020, the Issuer completed a rights offering (the “Offering”) whereby GEO V purchased 3,390,450 shares of the Issuer’s Common Stock at an aggregate purchase price of $3,390,450. Furthermore, pursuant to the terms of the Investment Agreement (as defined and described in Amendment No. 1), the Reporting Persons agreed to purchase certain Common Stock and/or Series X Preferred Stock offered but not purchased pursuant to the exercise of rights in the Offering, if any (the “Backstop Commitment”). In connection with such Backstop Commitment, on March 4, 2020, GEO V purchased 410.955 shares of Series X Preferred Stock for $10,000 per share (the “GEO Series X Preferred Stock”). Each share of Series X Preferred Stock can be converted into 10,000 shares of Common Stock at the election of the holder, subject to certain limitations, including prohibiting Series X Preferred Stock from being converted into shares of Common Stock if, as a result of such conversion, such holder, together with its affiliates, would own more than 9.99% of the total number of shares of Common Stock issued and outstanding immediately after giving effect to such conversion (the “Beneficial Ownership Limitation”). GEO now holds a total of 7,140,450 shares of Common Stock and a right, upon exercise of the GEO Series X Preferred Stock and taking into account the Beneficial Ownership Limitation, to purchase up to 244,366 shares of the Issuer’s Common Stock (the “Exercisable GEO Series X Preferred Stock”) for a total of 7,384,816 shares (the “GEO Shares”).

Item 5.  Interest in Securities of the Issuer.

Each Reporting Person disclaims beneficial ownership of the GEO Shares other than those shares which such person owns of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 73,922,086 shares of Common Stock which includes the (i) 57,978,725 shares of Common Stock outstanding, as of February 13, 2020, as disclosed in the Issuer’s Prospectus Supplement on Form 424(b)5 filed with the Securities and Exchange Commission (“SEC”) on February 14, 2020, (ii) 15,698,995 shares of Common Stock sold as part of the Offering, as disclosed in the Issuer’s 8-K filed with the SEC on March 9, 2020 and (iii) Exercisable GEO Series X Preferred Stock.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

Item 7.  Material to Be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

EXECUTED this 12^th day of March, 2020.

GROWTH EQUITY OPPORTUNITIES FUND V, LLC

By: NEA PARTNERS 16, L.P.

General Partner

  By:          *                                

Scott D. Sandell

Chief Executive Officer

NEW ENTERPRISE ASSOCIATES 16, L.P.

By:          *                                

Scott D. Sandell

Chief Executive Officer

NEA PARTNERS 16, L.P.

By:          *                                

Scott D. Sandell

Chief Executive Officer

NEA 16 GP, LLC

By:          *                                

Scott D. Sandell

Chief Executive Officer

                 *                        

Forest Baskett

                 *                        

Ali Behbahani

                 *                        

Carmen Chang

                 *                        

Anthony A. Florence, Jr.

                 *                        

Mohamad H. Makhzoumi

                 *                        

Joshua Makower

                 *                        

Scott D. Sandell

                 *                        

Peter W. Sonsini

                 *                        

Paul Walker

*/s/ Sasha O. Keough           

Sasha O. Keough

As attorney-in-fact

This Amendment No. 2 to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

EXHIBIT 1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of CTI BioPharma Corp.

EXECUTED this 12^th day of March, 2020.

GROWTH EQUITY OPPORTUNITIES FUND V, LLC

By: NEA PARTNERS 16, L.P.

General Partner

  By:          *                                

  Scott D. Sandell

  Chief Executive Officer

NEW ENTERPRISE ASSOCIATES 16, L.P.

By:          *                                

Scott D. Sandell

Chief Executive Officer

NEA PARTNERS 16, L.P.

By:          *                                

Scott D. Sandell

Chief Executive Officer

NEA 16 GP, LLC

By:          *                                

Scott D. Sandell

Chief Executive Officer

                 *                        

Forest Baskett

                 *                        

Ali Behbahani

                 *                        

Carmen Chang

                 *                        

Anthony A. Florence, Jr.

                 *                        

Mohamad H. Makhzoumi

                 *                        

Joshua Makower

                 *                        

Scott D. Sandell

                 *                        

Peter W. Sonsini

                 *                        

Paul Walker

*/s/ Sasha O. Keough           

Sasha O. Keough

As attorney-in-fact

This Agreement relating to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.

EXHIBIT 2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.

/s/ M. James Barrett            

M. James Barrett

/s/ Peter J. Barris                

Peter J. Barris

/s/ Forest Baskett                

Forest Baskett

/s/ Ali Behbahani                 

Ali Behbahani

/s/ Colin Bryant                   

Colin Bryant

/s/ Carmen Chang               

Carmen Chang

/s/ Anthony A. Florence, Jr.

Anthony A. Florence, Jr.

/s/ Carol G. Gallagher          

Carol G. Gallagher

/s/ Dayna Grayson               

Dayna Grayson

/s/ Patrick J. Kerins             

Patrick J. Kerins

/s/ P. Justin Klein                

P. Justin Klein

/s/ Vanessa Larco               

Vanessa Larco

/s/ Joshua Makower             

Joshua Makower

/s/ Mohamad H. Makhzoumi

Mohamad H. Makhzoumi

/s/ Edward T. Mathers         

Edward T. Mathers

/s/ David M. Mott                

David M. Mott

/s/ Sara M. Nayeem            

Sara M. Nayeem

/s/ Jason R. Nunn                

Jason R. Nunn

/s/ Gregory Papadopoulos    

Gregory Papadopoulos

/s/ Chetan Puttagunta          

Chetan Puttagunta

/s/ Jon Sakoda                     

Jon Sakoda

/s/ Scott D. Sandell              

Scott D. Sandell

/s/ A. Brooke Seawell          

A. Brooke Seawell

/s/ Peter W. Sonsini             

Peter W. Sonsini

/s/ Melissa Taunton             

Melissa Taunton

/s/ Frank M. Torti                

Frank M. Torti

/s/ Ravi Viswanathan           

Ravi Viswanathan

/s/ Paul E. Walker               

Paul E. Walker

/s/ Rick Yang                      

Rick Yang