Richard G Ghalie Form 3 MEI Pharma / RICHARD G GHALIE ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GHALIE RICHARD G

(Last) (First) (Middle)

C/O MEI PHARMA, INC.,

11455 EL CAMINO REAL, SUITE 250

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2021

3. Issuer Name and Ticker or Trading Symbol
MEI Pharma, Inc. [ MEIP ]

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	17,123	D
Restricted Stock Units	20,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	03/07/2026	Common Stock	130,000	1.21	D
Stock Option (Right to Buy)	(2)	07/14/2026	Common Stock	25,000	1.38	D
Stock Option (Right to Buy)	(3)	07/07/2027	Common Stock	65,000	2.88	D
Stock Option (Right to Buy)	(4)	07/12/2028	Common Stock	130,000	4.28	D
Stock Option (Right to Buy)	(5)	07/01/2029	Common Stock	150,000	2.52	D
Stock Option (Right to Buy)	(6)	07/02/2030	Common Stock	150,000	3.49	D

Explanation of Responses:

1. 20,000 restricted stock units vest on July 2, 2022.

2. All options are currently exercisable.

3. 1/4th of shares vest one-year from July 7, 2017, with the remaining balance of shares vesting in 36 equal amounts over three years.

4. 1/4th of shares vest one-year from July 12, 2018, with the remaining balance of shares vesting in 36 equal amounts over three years.

5. 1/4th of shares vest one-year from July 1, 2019, with the remaining balance of shares vesting in 36 equal amounts over three years.

6. 1/4th of shares vest one-year from July 2, 2020, with the remaining balance of shares vesting in 36 equal amounts over three years.

Remarks:

See Exhibit 24 for Power of Attorney.

	/s/ Richard Ghalie MD	05/05/2021
	** 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 5 (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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