CASI Pharmaceuticals (CASI) Form 4 Change in insider ownership

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^*

SPECTRUM PHARMACEUTICALS INC

(Last) (First) (Middle)

11500 S. EASTERN AVE.

SUITE 240

(Street)

HENDERSON NV 89052

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CASI Pharmaceuticals, Inc. [ CASI ]

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)
10/28/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/28/2016		P		773,790(1)	A	$0.01	5,695,242	D
Common Stock	10/28/2016		P		294,815(2)	A	$0.01	5,990,057	D
Common Stock	10/28/2016		P		521,692(1)	A	$0.01	3,839,757	I	See footnote(3)
Common Stock	10/28/2016		P		198,765(2)	A	$0.01	4,038,522	I	See footnote(3)

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

1. Name and Address of Reporting Person^*

SPECTRUM PHARMACEUTICALS INC

(Last) (First) (Middle)

11500 S. EASTERN AVE.

SUITE 240

(Street)

HENDERSON NV 89052

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Spectrum Pharmaceuticals Cayman, L.P.

(Last) (First) (Middle)

11500 S. EASTERN AVE.

SUITE 240

(Street)

HENDERSON NV 89052

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to Investment Agreements, dated 9/17/2014 (the "Closing Date"), Spectrum Pharmaceuticals, Inc., a Delaware corporation ("Spectrum") and Spectrum Pharmaceuticals Cayman, L.P.("Spectrum Cayman"), were issued a contingent right to purchase shares of the Issuer's Common Stock, at par value, in order to maintain their respective post-investment equity ownership percentage as of the Closing Date (the "Contingent Right"), in the event Issuer issued securities (subject to limited exceptions) after the Closing Date. On 10/3/2016, the Issuer consummated a fourth tranche of a private placement of 6,480,655 shares of Common Stock and 1,296,129 warrants to certain Investors, which triggered the Contingent Right to Spectrum and Spectrum Cayman to purchase, in the aggregate, 1,295,482 shares of Issuer Common Stock. Spectrum and Spectrum Cayman exercised the Contingent Right and on 10/28/2016, the Issuer issued 773,790 shares to Spectrum and 521,692 shares to Spectrum Cayman.

2. On October 24, 2016, the Issuer consummated a private placement of 2,469,135 shares of Common Stock and 493,827 warrants to certain Investors, which triggered the Contingent Right to Spectrum and Spectrum Cayman to purchase, in the aggregate, 493,580 shares of the Issuer's Common Stock. Spectrum and Spectrum Cayman exercised the Contingent Right and, on October 28, 2016, the Issuer issued 294,815 shares to Spectrum and 198,765 shares to Spectrum Cayman.

3. These securities are owned directly by Spectrum Cayman, which is owned 99% by Spectrum and 1% by Spectrum Pharmaceuticals International Holdings, LLC, a Delaware limited liability company. As a result, Spectrum may be deemed to share voting and dispositive power over the reported securities. Spectrum disclaims beneficial ownership in the shares held directly by Spectrum Cayman except to the extent of its pecuniary interest therein.

Remarks:

	By: /s/ Kurt A. Gustafson, attorney-in-fact for Spectrum Pharmaceuticals, Inc.	11/01/2016
	By: /s/ Kurt A. Gustafson, attorney-in-fact for Spectrum Pharmaceuticals Cayman, L.P.	11/01/2016
	** Signature of Reporting Person	Date
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