David Kirske - 26 Jun 2023 Form 4 Insider Report for CTI BIOPHARMA CORP

Role
EVP, Chief Financial Officer
Signature
/s/ Adam R. Craig, attorney-in-fact for David Kirske
Issuer symbol
N/A
Transactions as of
26 Jun 2023
Net transactions value
-$159,678
Form type
4
Filing time
26 Jun 2023, 16:05:21 UTC
Previous filing
16 Mar 2023
Next filing
14 Aug 2025
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 $159,678 -17,547 -100% $9.10 0 26 Jun 2023 Direct F1, F2

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

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -25,000 -100% 0 26 Jun 2023 Common Stock 25,000 $3.25 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -315,000 -100% 0 26 Jun 2023 Common Stock 315,000 $3.19 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -83,396 -100% 0 26 Jun 2023 Common Stock 83,396 $4.14 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -270,216 -100% 0 26 Jun 2023 Common Stock 270,216 $0.9489 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -340,000 -100% 0 26 Jun 2023 Common Stock 340,000 $1.00 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -150,000 -100% 0 26 Jun 2023 Common Stock 150,000 $3.30 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -280,000 -100% 0 26 Jun 2023 Common Stock 280,000 $4.49 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -200,000 -100% 0 26 Jun 2023 Common Stock 200,000 $4.55 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David Kirske is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Includes 420 shares of common stock of the Issuer ("Company Common Stock") purchased by the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan prior to the date of this Form 4.
F2 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 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.
F3 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.