Spectrum Pharmaceuticals (SPPI) Form 4 SPECTRUM PHARMACEUTICALS / RAJESH C MD SHROTRIYA 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^*

SHROTRIYA RAJESH C MD

(Last) (First) (Middle)

11500 S. EASTERN AVE.

SUITE 240

(Street)

HENDERSON NV 89052

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SPECTRUM PHARMACEUTICALS INC [ SPPI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2018

4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.001 par value	01/15/2018		A		200,652(1)	A	$0.00	200,652	D
Common Stock, $0.001 par value	05/18/2017		G(2)	V	20,000	D	$0.00	200,652(3)	D
Common Stock, $0.001 par value	08/28/2017		G(4)	V	774	D	$0.00	68,575	I	By Shrotriya Family Foundation
Common Stock, $0.001 par value	12/22/2017		G(4)	V	1,431	D	$0.00	67,144	I	By Shrotriya Family Foundation
Common Stock, $0.001 par value								3,477,422	I	By RS Irrevocable Trust
Common Stock, $0.001 par value								498,894	I	By CS Family Trust
Common Stock, $0.001 par value								28,907	I	By 401(k)
Common Stock, $0.001 par value								40,000	I	By ROTH IRA
Common Stock, $0.001 par value								9,523	I	By Spouse
Common Stock, $0.001 par value								170,473	I	By Shrotriya Gift Trust

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Dr. Shrotriya may be deemed to have acquired beneficial ownership of the shares of common stock reported herein as a result of the determination by the Compensation Committee that applicable performance criteria have been satisfied pursuant to the terms of Dr. Shrotriya's award agreement. Pursuant to the terms of the award agreement, the actual issuance by the Company of the shares of common stock reported herein is subject to Dr. Shrotriya's having paid or satisfied in full the amount of all federal, state and local taxes applicable to his taxable income resulting from the grant or vesting of the award or the issuance of shares under the award agreement.

2. This transaction involved a gift of securities by the reporting person to his two adult children and three grandchildren, who do not share the reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his two children and three grandchildren, and this report should not be deemed an admission that the reporting person is the beneficial owner of his children or grandchildren's shares for purposes of Section 16 or any other purpose.

3. The number of shares deemed beneficially owned directly following the 2017 gift transaction was not adjusted since the gift pre-dated the deemed acquisition of beneficial ownership of the 200,652 shares noted in Table 1, Line 1 of this Form 4.

4. This transaction involved a gift of securities by the Shrotriya Family Foundation, a Nevada nonprofit corporation, to a nonprofit charitable organization. The reporting person has an indirect beneficial ownership, as a director and officer of the Shrotriya Family Foundation, a Nevada nonprofit corporation.

Remarks:

	/s/ Kurt A. Gustafson, attorney-in-fact for Rajesh C. Shrotriya	01/19/2018
	** 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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