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Filing Details

Accession Number:: 0000921895-18-000533
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2018-02-12 21:59:43
Reporting Period:: 2018-02-08

Accepted Time:: 2018-02-12 21:59:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
891293	Cti Biopharma Corp	CTIC	Pharmaceutical Preparations (2834)	911533912

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
918923	P L Fund Value Biotechnology	1 Sansome St 30Th Fl San Francisco CA 94104	No	No	No	Yes
1055947	P/Il L Partners Bvf	1 Sansome St 30Th Fl San Francisco CA 94104	No	No	Yes	No
1056807	Bvf Inc/Il	1 Sansome St 30Th Fl San Francisco CA 94104	No	No	Yes	No
1102444	Biotechnology Value Fund Ii Lp	1 Sansome St 30Th Fl San Francisco CA 94104	No	No	No	Yes
1233840	N Mark Lampert	1 Sansome St 30Th Fl San Francisco CA 94104	No	No	Yes	No
1660683	Biotechnology Value Trading Fund Os Lp	P.o. Box 309 Ugland House Grand Cayman E9 KY1-1104	No	No	No	Yes
1660684	Ltd. Os Partners Bvf	P.o. Box 309 Ugland House Grand Cayman E9 KY1-1104	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.001	Disposition	2018-02-09	3,566,549	$0.00	0	No	4	D	Direct
Common Stock, Par Value $0.001	Disposition	2018-02-09	2,295,083	$0.00	0	No	4	D	Direct
Common Stock, Par Value $0.001	Disposition	2018-02-09	651,074	$0.00	0	No	4	D	Direct
Common Stock, Par Value $0.001	Disposition	2018-02-09	1,487,294	$0.00	596,357	No	4	D	Indirect	Please see footnote
Common Stock, Par Value $0.001	Acquisiton	2018-02-09	3,041,120	$3.00	3,041,120	No	4	P	Direct
Common Stock, Par Value $0.001	Acquisiton	2018-02-09	2,109,280	$3.00	2,109,280	No	4	P	Direct
Common Stock, Par Value $0.001	Acquisiton	2018-02-09	483,708	$3.00	483,708	No	4	P	Direct
Common Stock, Par Value $0.001	Acquisiton	2018-02-09	699,225	$3.00	1,295,582	No	4	P	Indirect	Please see footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	D	Direct
No	4	D	Direct
No	4	D	Direct
No	4	D	Indirect	Please see footnote
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct
No	4	P	Indirect	Please see footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock,Par Value $0.001	Series N Preferred Stock	Disposition	2018-02-09	281	$0.00	187,427	$0.00
Common Stock,Par Value $0.001	Series N Preferred Stock	Disposition	2018-02-09	197	$0.00	131,399	$0.00
Common Stock,Par Value $0.001	Series N Preferred Stock	Disposition	2018-02-09	48	$0.00	32,016	$0.00
Common Stock,Par Value $0.001	Series N Preferred Stock	Disposition	2018-02-09	49	$0.00	32,683	$0.00
Common Stock,Par Value $0.001	Series O Preferred Stock	Acquisiton	2018-02-09	5,631	$0.00	3,754,000	$0.00
Common Stock,Par Value $0.001	Series O Preferred Stock	Acquisiton	2018-02-09	3,640	$0.00	2,426,667	$0.00
Common Stock,Par Value $0.001	Series O Preferred Stock	Acquisiton	2018-02-09	1,024	$0.00	682,666	$0.00
Common Stock,Par Value $0.001	Series O Preferred Stock	Acquisiton	2018-02-09	2,280	$0.00	1,520,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	D	Direct
0	No	4	D	Direct
0	No	4	D	Direct
0	No	4	D	Indirect
5,631	No	4	A	Direct
3,640	No	4	A	Direct
1,024	No	4	A	Direct
2,280	No	4	A	Indirect

Footnotes

This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
Securities held in certain Partners managed accounts (the "Partners Managed Accounts"). Partners, as the investment manager of the Partners Managed Accounts may be deemed to beneficially own the securities held by the Partners Managed Accounts.
On February 8, 2018, certain of the Reporting Persons entered into an exchange agreement with the Issuer, which was approved by the Board of Directors of the Issuer (the "Exchange Agreement") pursuant to which certain of the Reporting Persons agreed to exchange 8,000,000 shares of the Issuer's Common Stock, and 575 shares of the Issuer's Series N Preferred Stock, par value $0.001 per share (the "Series N Preferred Stock"), that the Reporting Persons owned into an aggregate of 12,575 shares of the Company's Series O Preferred Stock, par value $0.001 per share (the "Series O Preferred Stock"). The 12,575 shares of Series O Preferred Stock is convertible into an aggregate of 8,383,333 shares of Common Stock provided, however, certain of the Series O Preferred Stock may not be may not be converted if, after such conversion, the Reporting Persons would reach the Beneficial Ownership Limitation (as defined below).
Pursuant to the Exchange Agreement, BVF exchanged 3,566,549 shares of Common Stock and 281 shares of Series N Preferred Stock for 5,631 shares of Series O Preferred Stock, BVF2 exchanged 2,295,083 shares of Common Stock and 197 shares of Series N Preferred Stock for 3,640 shares of Series O Preferred Stock, Trading Fund OS exchanged for 651,074 shares of Common Stock and 48 shares of Series N Preferred Stock for 1,024 Series O Preferred Stock, and 1,487,294 shares of Common Stock and 49 shares of Series N Preferred Stock held in the Partners Managed Accounts were exchanged for 2,280 shares of Series O Preferred Stock.
The Issuer's Series N Preferred Stock had no expiration date, and were convertible upon issuance at a conversion price of $3.00 per share of underlying Common Stock (the "Series N Conversion Price"). The Series N Preferred Stock had a stated value of $2,000 per share (the "Series N Stated Value"), were convertible into Common Stock at a ratio determined by dividing the Series N Stated Value by the Series N Conversion Price.
The Issuer's Series O Preferred Stock has no expiration date, and are convertible upon issuance; the conversion ratio is 667 shares of Common Stock for 1 share of Series O Preferred Stock. The Series O Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the shares of Common Stock outstanding immediately after giving effect to such conversion (the "Beneficial Ownership Limitation").