CUSIP
No. 12648L601
|
13D |
Page
2 of 22 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Growth
Equity Opportunities Fund V, LLC
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a) ☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Limited Liability Company
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
9,613,101 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
9,613,101 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 12648L601
|
13D |
Page
3 of 22 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
New
Enterprise Associates 16, L.P.
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Limited Partnership
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
9,613,101 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
9,613,101 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 12648L601
|
13D |
Page
4 of 22 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
NEA
Partners 16, L.P.
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Limited Partnership
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
9,613,101 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
9,613,101 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 12648L601
|
13D |
Page
5 of 22 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
NEA
16 GP, LLC
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Limited Liability Company
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
9,613,101 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
9,613,101 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 12648L601
|
13D |
Page
6 of 22 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Forest
Baskett
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
9,613,101 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
9,613,101 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 12648L601
|
13D |
Page
7 of 22 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Ali
Behbahani
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
9,613,101
shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
9,613,101 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 12648L601
|
13D |
Page
8 of 22 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Carmen
Chang
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
9,613,101 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
9,613,101 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 12648L601
|
13D |
Page
9 of 22 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Anthony
A. Florence, Jr.
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
9,613,101 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
9,613,101 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 12648L601
|
13D |
Page
10 of 22 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Mohamad
H. Makhzoumi
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
9,613,101
shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
9,613,101
shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 12648L601
|
13D |
Page
11 of 22 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Scott
D. Sandell
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
9,613,101 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
9,613,101
shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 12648L601
|
13D |
Page
12 of 22 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Peter
W. Sonsini
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
9,613,101 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
9,613,101 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 12648L601
|
13D |
Page
13 of 22 Pages |
1. |
|
NAMES
OF REPORTING PERSONS.
Paul
Walker
|
|
|
2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
3. |
|
SEC
USE ONLY
|
|
|
4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
|
8. |
|
SHARED
VOTING POWER
9,613,101 shares
|
|
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
|
10. |
|
SHARED
DISPOSITIVE POWER
9,613,101 shares
|
|
|
|
|
|
11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,613,101 shares
|
|
|
12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 12648L601
|
13D |
Page
14 of 22 Pages |
Item
1. Security and Issuer.
This
Amendment No. 3 (“Amendment No. 3”) to Schedule 13D amends and supplements the statement on 13D originally filed on February
20, 2018, Amendment No. 1 filed on February 13, 2020 and Amendment No. 2 filed on March 12, 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. 3 have the meanings assigned thereto in the Schedule 13D (including Amendment No. 1
and Amendment No. 2 thereto). Except as specifically provided herein, this Amendment No. 3 does not modify any of the information previously
reported on the Schedule 13D (including Amendment No. 1 and Amendment No. 2 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”), Scott D. Sandell (“Sandell”), Peter W. Sonsini
(“Sonsini”) and Paul Walker (“Walker”) (together, the “Managers”) and Joshua Makower (“Makower”).
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, each Control Entity and Sandell 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, 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 5th Avenue, 19th 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.
CUSIP
No. 12648L601
|
13D |
Page
15 of 22 Pages |
Item
4. Purpose of Transaction.
In
connection with the Backstop Commitment, on March 4, 2020, GEO purchased 410.955 shares of GEO Series X Preferred Stock, each of which
could be converted into 10,000 shares of the Issuer’s Common Stock subject to certain limitations, including the Beneficial Ownership
Limitation.
On
June 7, 2022, GEO completed a series of public sales on the open market that began on June 2, 2022 (the “Transaction”), whereby
GEO sold 1,636,899 shares of the Issuer’s Common Stock. Prior to the Transaction GEO held 7,140,450 shares of the Issuer’s
Common Stock and 410.955 shares of GEO Series X Preferred Stock. After the Transaction GEO held 5,503,551 shares of the Issuer’s
Common Stock and 410.955 shares of GEO Series X Preferred Stock.
On
June 6, 2022, GEO converted 410.955 shares of GEO Series X Preferred Stock into 4,109,550 shares of Common Stock (the “Converted
GEO Series X Preferred Stock”). Including the 5,503,551 shares of Issuer’s Common Stock previously held, GEO now holds a
total of 9,613,101 shares of the Issuer’s Common Stock (the “GEO Shares”) and for the avoidance of doubt no longer
holds any GEO Series X Preferred Stock.
The
working capital of GEO was the source of the funds for the purchase of the GEO Shares. No part of the purchase price of the GEO Shares
was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting
the GEO Shares. Unless otherwise specified, all defined terms in this Item are as defined and described in Amendment No. 2.
GEO
acquired the GEO Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects
of the Issuer and other factors, GEO and other Reporting Persons may dispose of or acquire additional shares of the Issuer.
Item
5. Interest in Securities of the Issuer.
| (a) | GEO
is the record owner of the GEO Shares. As the sole member of GEO, NEA 16 may be deemed to
own beneficially the GEO Shares. As the general partner of NEA 16, NEA Partners 16 may be
deemed to own beneficially the GEO Shares. As the sole general partner of NEA Partners 16,
NEA 16 LLC may be deemed to own beneficially the GEO Shares. As members of NEA 16 LLC, each
of the Managers may be deemed to own beneficially the GEO Shares. |
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 108,966,855 shares of Common Stock outstanding,
as of May 5, 2022 and disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on March 31, 2022.
| (b) | Regarding
the number of shares as to which such person has: |
| (i) | sole
power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared
power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole
power to dispose or to direct the disposition: See line 9 of cover sheets |
| (iv) | shared
power to dispose or to direct the disposition: See line 10 of cover sheets |
CUSIP
No. 12648L601
|
13D |
Page
16 of 22 Pages |
| (c) | Except as set forth in Item 3 and 4 above, none of the Reporting Persons
has effected any transaction in the Common Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons. |
| (e) | Makower has ceased to beneficially own 5% or more of the Issuer’s
Common Stock as a result of ceasing to be a manager of NEA 16 LLC. |
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.
CUSIP
No. 12648L601
|
13D |
Page
17 of 22 Pages |
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 17th day of June, 2022.
GROWTH
EQUITY OPPORTUNITIES FUND V, LLC
| By: | NEW
ENTERPRISE ASSOCIATES 16, L.P.
Sole Member |
By:
NEA PARTNERS 16, L.P.
General
Partner
| By: | NEA
16 GP, LLC
General Partner |
By: *
Scott D. Sandell
Chief
Executive Officer
NEW
ENTERPRISE ASSOCIATES 16, L.P.
| By: | NEA
PARTNERS 16, L.P.
General Partner |
| By: | NEA
16 GP, LLC
General Partner |
By:
*
Scott D. Sandell
Chief
Executive Officer
NEA
PARTNERS 16, L.P.
| By: | NEA
16 GP, LLC
General Partner |
By:
*
Scott
D. Sandell
Chief
Executive Officer
NEA
16 GP, LLC
By: *
Scott D. Sandell
Chief
Executive Officer
CUSIP
No. 12648L601
|
13D |
Page
18 of 22 Pages |
*
Forest
Baskett
*
Ali
Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Joshua
Makower
*
Scott D. Sandell
*
Peter W. Sonsini
*
Paul
Walker
*/s/
Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Amendment No. 3 to Schedule 13D was executed by Louis S. Citron
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.
CUSIP
No. 12648L601
|
13D |
Page
19 of 22 Pages |
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 17th day of June, 2022.
GROWTH
EQUITY OPPORTUNITIES FUND V, LLC
| By: | NEW
ENTERPRISE ASSOCIATES 16, L.P.
Sole Member |
By:
NEA PARTNERS 16, L.P.
General
Partner
| By: | NEA
16 GP, LLC
General Partner |
By: *
Scott D. Sandell
Chief
Executive Officer
NEW
ENTERPRISE ASSOCIATES 16, L.P.
| By: | NEA
PARTNERS 16, L.P.
General Partner |
| By: | NEA
16 GP, LLC
General Partner |
By:
*
Scott D. Sandell
Chief
Executive Officer
NEA
PARTNERS 16, L.P.
| By: | NEA
16 GP, LLC
General Partner |
By:
*
Scott D. Sandell
Chief
Executive Officer
NEA
16 GP, LLC
By: *
Scott D. Sandell
Chief
Executive Officer
CUSIP
No. 12648L601
|
13D |
Page
20 of 22 Pages |
*
Forest
Baskett
*
Ali
Behbahani
*
Carmen
Chang
*
Anthony
A. Florence, Jr.
*
Mohamad
H. Makhzoumi
*
Joshua
Makower
*
Scott D. Sandell
*
Peter W. Sonsini
*
Paul
Walker
*/s/
Louis S. Citron
Louis S. Citron
As
attorney-in-fact
This Agreement relating to Schedule 13D was executed by Louis S. Citron
on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.
CUSIP
No. 12648L601
|
13D |
Page
21 of 22 Pages |
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
CUSIP
No. 12648L601
|
13D |
Page
22 of 22 Pages |
/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