Matthew D. Perry - 26 Jun 2023 Form 4 Insider Report for CTI BIOPHARMA CORP

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 26 Jun 2023
Net transaction value: -$392,565
SEC form: 4
Accepted by SEC: 26 Jun 2023, 16:05:42 UTC
Prior SEC filing: 19 May 2023
Next SEC filing: 17 May 2024
Source filing: View source filing
Reporting owner signature: /s/ Matthew D. Perry

Key filing fact

Matthew D. Perry filed Form 4 for CTI BIOPHARMA CORP on 26 Jun 2023.

Key facts

This page summarizes Matthew D. Perry's Form 4 filing for CTI BIOPHARMA CORP.
7 reported transactions and 6 derivative rows are listed below.
Accepted by SEC: 26 Jun 2023, 16:05.

Change

Previous filing in this sequence was filed on 19 May 2023.
Current net transaction value: -$392,565.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CTIC transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value: $392,565
Shares: -43,139
Change %: -100%
Price: $9.10
Shares after: 0
Date: 26 Jun 2023
Ownership: Direct
Footnotes: F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CTIC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -50,000
Change %: -100%
Price
Shares after: 0
Date: 26 Jun 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 50,000
Exercise price: $4.25
Footnotes: F3, F4

CTIC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -60,000
Change %: -100%
Price
Shares after: 0
Date: 26 Jun 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 60,000
Exercise price: $4.61
Footnotes: F3, F4

CTIC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -120,000
Change %: -100%
Price
Shares after: 0
Date: 26 Jun 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 120,000
Exercise price: $0.8411
Footnotes: F3, F4

CTIC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -80,000
Change %: -100%
Price
Shares after: 0
Date: 26 Jun 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 80,000
Exercise price: $3.30
Footnotes: F3, F4

CTIC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -80,000
Change %: -100%
Price
Shares after: 0
Date: 26 Jun 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 80,000
Exercise price: $4.49
Footnotes: F3, F4

CTIC transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -80,000
Change %: -100%
Price
Shares after: 0
Date: 26 Jun 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 80,000
Exercise price: $4.08
Footnotes: F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Matthew D. Perry is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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 (the "Merger") 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.

Footnote F2

The Reporting Person may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.

Footnote 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.

Footnote F4

The Reporting Person is a member of BVF Partners L.P. ("BVF") and is obligated to transfer the economic benefit, if any, received upon the disposition of the shares issuable upon exercise of the equity grants to BVF. As such, the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein, if any.