UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
CTI BioPharma Corp. |
(Name of Issuer) |
Common Stock, par value $0.001 per
share |
(Title of Class of Securities) |
February 13, 2020 |
(Date of Event Which Requires Filing of this
Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[_]
Rule 13d-1(b)
[X]
Rule 13d-1(c)
[_]
Rule 13d-1(d)
__________
*The
remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1. |
NAME OF
REPORTING PERSONS |
|
|
|
|
|
Caxton Corporation |
|
|
|
|
2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
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(b) [X] |
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|
|
3. |
SEC USE ONLY |
|
|
|
|
|
|
|
|
|
|
4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
|
|
|
|
|
Delaware |
|
|
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
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|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
4,487,317 |
|
|
|
|
7. |
SOLE DISPOSITIVE
POWER |
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|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
4,487,317 |
|
|
|
|
9. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
4,487,317 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
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|
[_] |
11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) |
|
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|
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|
6.1% |
|
|
|
|
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
1. |
NAME OF
REPORTING PERSONS |
|
|
|
|
|
CDK Trading, LLC |
|
|
|
|
2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
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|
(b) [X] |
3. |
SEC USE ONLY |
|
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|
|
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|
4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
|
|
|
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|
Delaware |
|
|
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
4,487,317 |
|
|
|
|
7. |
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
4,487,317 |
|
|
|
|
9. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
4,487,317 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) |
|
|
|
|
|
6.1% |
|
|
|
|
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
1. |
NAME OF
REPORTING PERSONS |
|
|
|
|
|
Bruce S. Kovner |
|
|
|
|
2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|
|
(a) [_] |
|
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(b) [X] |
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|
|
3. |
SEC USE ONLY |
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|
|
|
|
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|
|
|
4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
|
|
|
|
|
United States |
|
|
|
|
NUMBER OF SHARES
BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
|
|
5. |
SOLE VOTING POWER |
|
|
|
|
|
0 |
|
|
|
|
6. |
SHARED VOTING POWER |
|
|
|
|
|
4,487,317 |
|
|
|
|
7. |
SOLE DISPOSITIVE
POWER |
|
|
|
|
|
0 |
|
|
|
|
8. |
SHARED DISPOSITIVE
POWER |
|
|
|
|
|
4,487,317 |
|
|
|
|
9. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
|
4,487,317 |
|
|
|
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
[_] |
|
|
|
11. |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9) |
|
|
|
|
|
6.1% |
|
|
|
|
12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
Item
1. |
(a). |
Name of
Issuer: |
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CTI BioPharma Corp. |
|
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(b). |
Address of
Issuer's Principal Executive Offices: |
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3101
Western Avenue
Suite 800
Seattle, Washington 98121
|
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Item
2. |
(a). |
Name of Person
Filing: |
|
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|
|
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Caxton Corporation
CDK
Trading, LLC
Bruce S. Kovner
|
|
|
(b). |
Address of
Principal Business Office, or if None, Residence: |
|
|
|
|
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Caxton Corporation
731
Alexander Road, Bldg. 2, Suite 500
Princeton, New Jersey 08540
CDK
Trading, LLC
c/o
Caxton Corporation
731
Alexander Road, Bldg. 2, Suite 500
Princeton, New Jersey 08540
Bruce S. Kovner
c/o
Caxton Corporation
731
Alexander Road, Bldg. 2, Suite 500
Princeton, New Jersey 08540
|
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(c). |
Citizenship: |
|
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|
|
|
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Caxton Corporation – Delaware corporation
CDK
Trading, LLC – Delaware limited liability company
Bruce S. Kovner – United States citizen
|
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(d). |
Title of Class
of Securities: |
|
|
|
|
|
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Common Stock, par value $0.001 per
share |
|
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(e). |
CUSIP
Number: |
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|
|
|
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|
|
12648L601 |
|
Item
3. |
|
If This
Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or
(c), check whether the person filing is a |
|
(a) |
[_] |
Broker or
dealer registered under Section 15 of the Exchange Act (15 U.S.C.
78c). |
|
(b) |
[_] |
Bank as
defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c). |
|
(c) |
[_] |
Insurance
company as defined in Section 3(a)(19) of the Exchange Act (15
U.S.C. 78c). |
|
(d) |
[_] |
Investment
company registered under Section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8). |
|
(e) |
[_] |
An investment
adviser in accordance with §
240.13d-1(b)(1)(ii)(E); |
|
(f) |
[_] |
An employee
benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F); |
|
(g) |
[_] |
A parent
holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G); |
|
(h) |
[_] |
A savings
association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813); |
|
(i) |
[_] |
A church plan
that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
|
(j) |
[_] |
Group, in
accordance with s.240.13d-1(b)(1)(ii)(J). |
|
Provide the following information regarding the
aggregate number and percentage of the class of securities of the
issuer identified in Item 1. |
|
(a) |
Amount
beneficially owned: |
|
|
|
|
|
4,487,317 shares deemed beneficially owned by Caxton
Corporation
4,487,317 shares deemed beneficially owned by CDK Trading, LLC
4,487,317 shares deemed beneficially owned by Bruce S. Kovner
|
|
(b) |
Percent of
class: |
|
|
|
|
|
6.1%
deemed beneficially owned by Caxton Corporation
6.1%
deemed beneficially owned by CDK Trading, LLC
6.1%
deemed beneficially owned by Bruce S. Kovner
|
|
(c) |
Number of
shares as to which Caxton Corporation has: |
|
(i) |
Sole power to
vote or to direct the vote |
0 |
, |
|
|
|
|
|
(ii) |
Shared power to vote or to direct
the vote |
4,487,317 |
, |
|
|
|
|
|
(iii) |
Sole power to dispose or to
direct the disposition of |
0 |
, |
|
|
|
|
|
(iv) |
Shared power to dispose or to
direct the disposition of |
4,487,317 |
. |
|
Number of
shares as to which CDK Trading, LLC has: |
|
(i) |
Sole power to
vote or to direct the vote |
0 |
, |
|
|
|
|
|
(ii) |
Shared power to vote or to direct
the vote |
4,487,317 |
, |
|
|
|
|
|
(iii) |
Sole power to dispose or to
direct the disposition of |
0 |
, |
|
|
|
|
|
(iv) |
Shared power to dispose or to
direct the disposition of |
4,487,317 |
. |
|
Number of
shares as to which Bruce S. Kovner has: |
|
(i) |
Sole power to
vote or to direct the vote |
0 |
, |
|
|
|
|
|
(ii) |
Shared power to vote or to direct
the vote |
4,487,317 |
, |
|
|
|
|
|
(iii) |
Sole power to dispose or to
direct the disposition of |
0 |
, |
|
|
|
|
|
(iv) |
Shared power to dispose or to
direct the disposition of |
4,487,317 |
. |
Item
5. |
Ownership of
Five Percent or Less of a Class. |
|
If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [_].
|
|
|
|
|
Item
6. |
Ownership of
More Than Five Percent on Behalf of Another Person. |
|
If
any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment company
registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
|
|
The
shares of the Issuer reported herein are held in the account of CDK
Trading LLC, an entity for which Caxton Corporation is the Manager.
Bruce S. Kovner is the Chairman and sole shareholder of Caxton
Corporation.
|
|
|
Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security
Being Reported on by the Parent Holding Company. |
|
If a
parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identification of the relevant subsidiary.
|
|
N/A |
|
|
Item 8. |
Identification
and Classification of Members of the Group. |
|
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the
identity and Item 3 classification of each member of the group. If
a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each
member of the group.
|
|
N/A |
|
|
Item 9. |
Notice of
Dissolution of Group. |
|
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See Item 5.
|
|
N/A |
|
|
|
By signing
below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having that purpose or effect. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
|
Caxton
Corporation* |
|
|
|
|
|
|
By: |
/s/ Heath N. Weisberg |
|
Name: |
Heath N. Weisberg |
|
Title: |
General Counsel and Chief
Compliance Officer |
|
|
|
|
CDK Trading,
LLC* |
|
|
|
|
By:
Caxton Corporation, its manager
|
|
By: |
/s/ Heath N. Weisberg |
|
Name: |
Heath N. Weisberg |
|
Title: |
General Counsel and Chief
Compliance Officer |
|
|
|
|
|
|
BRUCE S.
KOVNER* |
|
|
|
|
|
|
By: |
/s/ Heath N. Weisberg |
|
Name: |
Heath N. Weisberg |
|
Title: |
Attorney-in-Fact for Bruce S.
Kovner |
|
|
|
|
October 2,
2020 |
* The
Reporting Persons disclaim beneficial ownership in the Shares
reported herein except to the extent of their pecuniary interest
therein.
The
original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the
statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative's authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See
s.240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated October 2, 2020
relating to the Common Stock, par value $0.001 per share of CTI
BioPharma Corp., shall be filed on behalf of the undersigned.
|
Caxton
Corporation |
|
|
|
|
|
|
By: |
/s/ Heath N. Weisberg |
|
Name: |
Heath N. Weisberg |
|
Title: |
General Counsel and Chief
Compliance Officer |
|
|
|
|
CDK Trading,
LLC |
|
|
|
|
By:
Caxton Corporation, its manager
|
|
By: |
/s/ Heath N. Weisberg |
|
Name: |
Heath N. Weisberg |
|
Title: |
General Counsel and Chief
Compliance Officer |
|
|
|
|
|
|
BRUCE S.
KOVNER |
|
|
|
|
|
|
By: |
/s/ Heath N. Weisberg |
|
Name: |
Heath N. Weisberg |
|
Title: |
Attorney-in-Fact for Bruce S.
Kovner |
|
|
|
|
October 2,
2020 |
Exhibit B
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes
and appoints Heath Weisberg, signing singly, with full power of
substitution, the undersigned’s true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned any applications,
reports, or documents required or deemed appropriate by the
attorney-in-fact to file pursuant to (i) the United States
Securities Exchange Act of 1934, as amended, or any rule, or
regulation thereunder, including, without limitation, Schedules
13D, 13G, 13F, and 13H, and Forms 3, 4, and 5, (ii) the Securities
Act of 1933, as amended, or any rule or regulation thereunder,
including, without limitation, Form 144, (iii) the U.S. Commodity
Exchange Act, as amended or any rule or regulation thereunder, or
(iv) the statutes, rules or regulations of any other domestic or
foreign governmental or self-regulatory authority;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such applications, reports, or documents;
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interests of, or legally required by
the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact’s substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that
the foregoing attorney-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned’s responsibilities to comply with
the applicable statutes, rules and regulations.
This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact or otherwise terminated by my death or
other event described in section 5-1511 of the New York General
Obligations Law.
SIGNATURE AND ACKNOWLEDGMENT:
In Witness Whereof I have hereunto signed my name on the 9th day of
May, 2013.
/s/ Bruce Kovner
Bruce Kovner
STATE
OF NEW YORK |
) |
|
|
) |
ss: |
COUNTY
OF NEW YORK |
) |
|
On the 9th day of May 2013, before me, the undersigned, personally
appeared Bruce Kovner, personally known to me or proved to me on
the basis of satisfactory evidence to be the individual whose name
is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her capacity, and that by his/her
signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.
/s/ Cynthia Rosel Rivera
Notary Public
AGENT’S SIGNATURE AND ACKNOWLEDGMENT OF APPOINTMENT:
I, Heath N. Weisberg, have read the foregoing Power of Attorney. I
am the person identified therein as agent and attorney-in-fact for
the principal named therein.
I acknowledge my legal responsibilities.
/s/ Heath N. Weisberg
Heath N. Weisberg
STATE
OF NEW YORK |
) |
|
|
) |
ss: |
COUNTY
OF NEW YORK |
) |
|
On the 9th day of May, 2013, before me, the undersigned, personally
appeared Heath N. Weisberg, personally known to me or proved to me
on the basis of satisfactory evidence to be the individual whose
name is subscribed to the within instrument and acknowledged to me
that he/she executed the same in his/her capacity, and that by
his/her signature on the instrument, the individual, or the person
upon behalf of which the individual acted, executed the
instrument.
/s/ Cynthia Rosel Rivera
Notary Public
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