Michael A. Metzger - Jun 26, 2023 Form 4 Insider Report for CTI BIOPHARMA CORP (CTIC)

Role: Director
Signature: /s/ Adam R. Craig, attorney-in-fact for Michael A. Metzger
Stock symbol: CTIC
Transactions as of: Jun 26, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/26/2023, 04:05 PM
Previous filing: Apr 7, 2023
Next filing: Feb 9, 2024

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	-50K	-100%	Jun 26, 2023	Common Stock	50K	$4.25	Direct	F1, F2
transaction	CTIC	Stock Option (Right to Buy)	Disposed to Issuer	-60K	-100%	Jun 26, 2023	Common Stock	60K	$4.61	Direct	F1, F2
transaction	CTIC	Stock Option (Right to Buy)	Disposed to Issuer	-63K	-100%	Jun 26, 2023	Common Stock	63K	$1.00	Direct	F1, F2
transaction	CTIC	Stock Option (Right to Buy)	Disposed to Issuer	-80K	-100%	Jun 26, 2023	Common Stock	80K	$3.30	Direct	F1, F2
transaction	CTIC	Stock Option (Right to Buy)	Disposed to Issuer	-80K	-100%	Jun 26, 2023	Common Stock	80K	$4.49	Direct	F1, F2
transaction	CTIC	Stock Option (Right to Buy)	Disposed to Issuer	-80K	-100%	Jun 26, 2023	Common Stock	80K	$4.08	Direct	F1, F2

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

Michael A. Metzger is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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"), 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)
F2	(Continued from Footnote 1) 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

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"), 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)

(Continued from Footnote 1) 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.