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No. 12648L601
|
13D |
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Item
1. Security and Issuer.
This Amendment No. 4 (“Amendment No. 4”) to Schedule
13D amends and supplements the statement on 13D originally filed on February 20, 2018, Amendment No. 1 filed on February 13, 2020, Amendment
No. 2 filed on March 12, 2020 and Amendment No. 3 filed on June 17, 2022 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,
Amendment No. 2 and Amendment No. 3 thereto). Except as specifically provided herein, this Amendment No. 4 does not modify any of the
information previously reported on the Schedule 13D (including Amendment No. 1, Amendment No. 2 and Amendment No. 3 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”). 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 |
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Item
4. Purpose of Transaction.
Not applicable.
Item
5. Interest in Securities of the Issuer.
Each
of the Reporting Persons has ceased to own beneficially five percent (5%) or more of the Issuer’s Common Stock.
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 |
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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 22nd day of July, 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 |
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*
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. 4 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
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13D |
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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 22nd day of July, 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
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*
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.
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No. 12648L601
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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
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No. 12648L601
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13D |
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/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