James K. Fong - 26 Jun 2023 Form 4 Insider Report for CTI BIOPHARMA CORP

Role: EVP & Chief Commercial Officer
Signature: /s/ Adam Craig, attorney-in-fact for James K. Fong
Issuer symbol: N/A
Transactions as of: 26 Jun 2023
Net transactions value: -$32,442
Form type: 4
Filing time: 26 Jun 2023, 16:05:10 UTC
Previous filing: 16 Mar 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CTIC	Common Stock	Disposition pursuant to a tender of shares in a change of control transaction	$32,442	-3,565	-100%	$9.10	0	26 Jun 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CTIC	Stock Option (Right to Buy)	Disposed to Issuer	-10,000	-100%	26 Jun 2023	Common Stock	10,000	$4.33	Direct	F2
transaction	CTIC	Stock Option (Right to Buy)	Disposed to Issuer	-8,250	-100%	26 Jun 2023	Common Stock	8,250	$4.48	Direct	F2
transaction	CTIC	Stock Option (Right to Buy)	Disposed to Issuer	-58,750	-100%	26 Jun 2023	Common Stock	58,750	$3.19	Direct	F2
transaction	CTIC	Stock Option (Right to Buy)	Disposed to Issuer	-23,340	-100%	26 Jun 2023	Common Stock	23,340	$4.14	Direct	F2
transaction	CTIC	Stock Option (Right to Buy)	Disposed to Issuer	-188,000	-100%	26 Jun 2023	Common Stock	188,000	$0.9489	Direct	F2
transaction	CTIC	Stock Option (Right to Buy)	Disposed to Issuer	-210,000	-100%	26 Jun 2023	Common Stock	210,000	$1.00	Direct	F2
transaction	CTIC	Stock Option (Right to Buy)	Disposed to Issuer	-115,000	-100%	26 Jun 2023	Common Stock	115,000	$3.30	Direct	F2
transaction	CTIC	Stock Option (Right to Buy)	Disposed to Issuer	-210,000	-100%	26 Jun 2023	Common Stock	210,000	$3.05	Direct	F2
transaction	CTIC	Stock Option (Right to Buy)	Disposed to Issuer	-200,000	-100%	26 Jun 2023	Common Stock	200,000	$4.55	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

James K. Fong is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 10, 2023, by and among the Issuer, Swedish Orphan Biovitrum AB (publ) ("Parent"), and Cleopatra Acquisition Corp., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer, effective as of June 26, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right to receive $9.10 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.
F2	Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock that was outstanding immediately prior to the Effective Time, whether or not vested, with an exercise price that was less than the Offer Price, terminated and was cancelled immediately prior to the Effective Time and converted into the right to receive a cash payment (without interest, and less any applicable withholding taxes) equal to (A) the excess of (x) the Offer Price over (y) the exercise price payable per share of Company Common Stock under such option, multiplied by (B) the total number of shares of Company Common Stock subject to such option.

Content

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 10, 2023, by and among the Issuer, Swedish Orphan Biovitrum AB (publ) ("Parent"), and Cleopatra Acquisition Corp., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer ("Company Common Stock") and thereafter merged with and into the Issuer, effective as of June 26, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right to receive $9.10 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.

Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock that was outstanding immediately prior to the Effective Time, whether or not vested, with an exercise price that was less than the Offer Price, terminated and was cancelled immediately prior to the Effective Time and converted into the right to receive a cash payment (without interest, and less any applicable withholding taxes) equal to (A) the excess of (x) the Offer Price over (y) the exercise price payable per share of Company Common Stock under such option, multiplied by (B) the total number of shares of Company Common Stock subject to such option.