Partners L P/il BVF Form 4 CTI BIOPHARMA / VALUE FUND L P BIOTECHNOLOGY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BVF PARTNERS L P/IL

(Last)

(First)

(Middle)

1 SANSOME ST

30TH FL

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CTI BIOPHARMA CORP [ CTIC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value per share⁽¹⁾	06/09/2017		C		2,007,333⁽⁷⁾⁽⁸⁾	A	⁽⁷⁾	3,566,549	D⁽²⁾
Common Stock, no par value per share⁽¹⁾	06/09/2017		C		1,410,000⁽⁷⁾⁽⁸⁾	A	⁽⁷⁾	2,295,083	D⁽³⁾
Common Stock, no par value per share⁽¹⁾	06/09/2017		C		342,000⁽⁷⁾⁽⁸⁾	A	⁽⁷⁾	651,074	D⁽⁴⁾
Common Stock, no par value per share⁽¹⁾	06/09/2017		C		357,333⁽⁷⁾⁽⁸⁾	A	⁽⁷⁾	2,083,651	I⁽⁵⁾	Please see footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series N3 Preferred Stock, no par value per share⁽¹⁾	⁽⁷⁾	06/09/2017		P		3,292		⁽⁶⁾	⁽⁶⁾	Common Stock, no par value per share⁽¹⁾	2,194,667⁽⁷⁾⁽⁸⁾	⁽⁷⁾	3,292	D⁽²⁾
Series N3 Preferred Stock, no par value per share⁽¹⁾	⁽⁷⁾	06/09/2017		P		2,312		⁽⁶⁾	⁽⁶⁾	Common Stock, no par value per share⁽¹⁾	1,541,333⁽⁷⁾⁽⁸⁾	⁽⁷⁾	2,312	D⁽³⁾
Series N3 Preferred Stock, no par value per share⁽¹⁾	⁽⁷⁾	06/09/2017		P		561		⁽⁶⁾	⁽⁶⁾	Common Stock, no par value per share⁽¹⁾	374,000⁽⁷⁾⁽⁸⁾	⁽⁷⁾	561	D⁽⁴⁾
Series N3 Preferred Stock, no par value per share⁽¹⁾	⁽⁷⁾	06/09/2017		P		585		⁽⁶⁾	⁽⁶⁾	Common Stock, no par value per share⁽¹⁾	390,000⁽⁷⁾⁽⁸⁾	⁽⁷⁾	585	I⁽⁵⁾	Please see footnote⁽⁵⁾
Series N3 Preferred Stock, no par value per share⁽¹⁾	⁽⁷⁾	06/09/2017		C			3,011	⁽⁶⁾	⁽⁶⁾	Common Stock, no par value per share⁽¹⁾	2,007,333⁽⁷⁾⁽⁸⁾	⁽⁷⁾	281	D⁽²⁾
Series N3 Preferred Stock, no par value per share⁽¹⁾	⁽⁷⁾	06/09/2017		C			2,115	⁽⁶⁾	⁽⁶⁾	Common Stock, no par value per share⁽¹⁾	1,410,000⁽⁷⁾⁽⁸⁾	⁽⁷⁾	197	D⁽³⁾
Series N3 Preferred Stock, no par value per share⁽¹⁾	⁽⁷⁾	06/09/2017		C			513	⁽⁶⁾	⁽⁶⁾	Common Stock, no par value per share⁽¹⁾	342,000⁽⁷⁾⁽⁸⁾	⁽⁷⁾	48	D⁽⁴⁾
Series N3 Preferred Stock, no par value per share⁽¹⁾	⁽⁷⁾	06/09/2017		C			536	⁽⁶⁾	⁽⁶⁾	Common Stock, no par value per share⁽¹⁾	357,333⁽⁷⁾⁽⁸⁾	⁽⁷⁾	49	I⁽⁵⁾	Please see footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

BVF PARTNERS L P/IL

(Last)

(First)

(Middle)

1 SANSOME ST

30TH FL

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOTECHNOLOGY VALUE FUND L P

(Last)

(First)

(Middle)

1 SANSOME ST

30TH FL

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BIOTECHNOLOGY VALUE FUND II LP

(Last)

(First)

(Middle)

1 SANSOME ST

30TH FL

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Biotechnology Value Trading Fund OS LP

(Last)

(First)

(Middle)

P.O. BOX 309 UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BVF Partners OS Ltd.

(Last)

(First)

(Middle)

P.O. BOX 309 UGLAND HOUSE

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BVF INC/IL

(Last)

(First)

(Middle)

1 SANSOME ST

30TH FL

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LAMPERT MARK N

(Last)

(First)

(Middle)

1 SANSOME ST

30TH FL

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.

3. Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.

4. Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.

5. Securities held in certain Partners managed accounts (the "Partners Managed Accounts"). Partners, as the investment manager of the Partners Managed Accounts may be deemed to beneficially own the securities held by the Partners Managed Accounts.

6. The Issuer's Series N-3 Preferred Stock ("Preferred Stock") has no expiration date, and are convertible upon issuance; provided, however, that the Beneficial Ownership Conversion Limit (defined below) has not been reached by an exchanging stockholder. The Reporting Persons purchased a total of 6,750 shares of Preferred Stock. After the conversion of 6,175 Preferred Stock, the Reporting Persons reached the Beneficial Ownership Conversion Limit (defined below). Accordingly, 575 shares of Preferred Stock have not been converted to Common Stock.

7. This Form 4 is filed in connection with the purchase by the Reporting Persons of a total of 6,750 shares of Preferred Stock, convertible for a total of approximately 4,500,000 shares of Common Stock. Pursuant to the terms of the Preferred Stock offering, the Reporting Persons have an ongoing right to convert the Preferred Stock, accordingly, on June 9, 2017, the Reporting Persons converted an aggregate of 6,175 shares of Preferred Stock into approximately 4,116,666 shares of Common Stock at a conversion price of $3.00 per share of underlying Common Stock, (the "Conversion Price"); provided, however, certain of the Preferred Stock could not be converted by the Reporting Persons, because the Reporting Persons may be deemed to beneficially own 19.99% of the issued and outstanding Common Stock, calculated as provided in the certificate of designation establishing the Preferred Stock (the "Beneficial Ownership Conversion Limit").

8. Preferred Stock (defined above), with a stated value of $2,000 per share (the "Stated Value"), are convertible into Common Stock at a ratio determined by dividing the Stated Value by the Conversion Price.

	BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	06/14/2017
	Biotechnology Value Fund, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	06/14/2017
	Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	06/14/2017
	BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	06/14/2017
	Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, BVF Inc., its general partner, By: /s/ Mark N. Lampert, President	06/14/2017
	BVF Inc., By: /s/ Mark N. Lampert, President	06/14/2017
	/s/ Mark N. Lampert	06/14/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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Partners L P/il BVF Form 4CTI BIOPHARMA / VALUE FUND L P BIOTECHNOLOGY ownership change