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 *

SPECTRUM PHARMACEUTICALS INC
2. Issuer Name and Ticker or Trading Symbol

CASI Pharmaceuticals, Inc. [ CASI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

11500 S. EASTERN AVE., SUITE 240
3. Date of Earliest Transaction (MM/DD/YYYY)

12/22/2017
(Street)

HENDERSON, NV 89052
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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
Common Stock   12/22/2017     P    907356   (1) A $0.01   6897413   D    
Common Stock   12/22/2017     P    611740   (1) A $0.01   4650262   I   See footnote   (2)

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

Explanation of Responses:
(1)  Pursuant to Investment Agreements dated 9/17/14 ("Closing Date") Spectrum Pharmaceuticals, Inc. ("Spectrum") and Spectrum Pharmaceuticals Cayman, L.P.("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 ("Contingent Right") in the event Issuer issued securities after the Closing Date. On 10/17/17,10/23/17 and 11/20/17 respectively the Issuer held closings of a registered direct public offering resulting in the issuance of an aggregate of 7,951,865 shares of its common stock and warrants exercisable for up to 1,590,373 shares of its common stock to certain investors which triggered the Contingent Right to Spectrum and Cayman to purchase in the aggregate 1,519,096 shares of Issuer's Common Stock. Spectrum and Cayman exercised the Contingent Right and on 12/22/17 the Issuer issued 907,356 shares to Spectrum and 611,740 shares to Cayman.
(2)  These securities are owned directly by 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 Cayman except to the extent of its pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SPECTRUM PHARMACEUTICALS INC
11500 S. EASTERN AVE.
SUITE 240
HENDERSON, NV 89052

X

Spectrum Pharmaceuticals Cayman, L.P.
11500 S. EASTERN AVE.
SUITE 240
HENDERSON, NV 89052

X


Signatures
By: /s/ Kurt A. Gustafson, attorney-in-fact for Spectrum Pharmaceuticals, Inc. 12/22/2017
** Signature of Reporting Person Date

By: /s/ Kurt A. Gustafson, attorney-in-fact for Spectrum Pharmaceuticals Cayman, L.P. 12/22/2017
** 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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