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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 4.24 | 03/20/2017 | A | 1,200,000 | (1) | 03/19/2027 | Common Stock | 1,200,000 | $ 0 | 1,200,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Craig Adam R C/O CTI BIOPHARMA CORP. 3101 WESTERN AVE., SUITE 600 SEATTLE, WA 98121 |
X | See Remarks |
/s/ Bruce J. Seeley, Attorney-in-fact for Adam R. Craig | 03/21/2017 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The stock options will vest in six equal semi-annual installments over a three-year period beginning March 20, 2017, subject to Dr. Craig's continued employment by CTIC through the applicable vesting dates. The options will fully vest, to the extent then outstanding and unvested, if either (i) Dr. Craig's employment is terminated by CTIC without "Cause" or by him for "Good Reason" following a change in control of CTIC or (ii) Dr. Craig's employment is terminated due to his death or "Disability" (as such terms are defined in Dr. Craig's Employment Agreement). Of the total award, stock options covering 80,000 shares were granted under CTIC's 2015 Equity Incentive Plan and the balance were granted on a stand-alone basis (not under CTIC's 2015 Equity Incentive Plan) in accordance with NASDAQ Listing Rule 5635(c)(4). |
Remarks: Chief Executive Officer and President |