Adam R. Craig - Jun 26, 2023 Form 4 Insider Report for CTI BIOPHARMA CORP (CTIC)

Role
President and CEO, Director
Signature
/s/ Adam R. Craig
Stock symbol
CTIC
Transactions as of
Jun 26, 2023
Transactions value $
-$286,377
Form type
4
Date filed
6/26/2023, 04:05 PM
Previous filing
Mar 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CTIC Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$286K -31.5K -100% $9.10 0 Jun 26, 2023 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -1.2M -100% 0 Jun 26, 2023 Common Stock 1.2M $4.24 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -450K -100% 0 Jun 26, 2023 Common Stock 450K $3.19 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -475K -100% 0 Jun 26, 2023 Common Stock 475K $4.14 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -600K -100% 0 Jun 26, 2023 Common Stock 600K $1.88 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -470K -100% 0 Jun 26, 2023 Common Stock 470K $0.84 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -2.32M -100% 0 Jun 26, 2023 Common Stock 2.32M $1.00 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -800K -100% 0 Jun 26, 2023 Common Stock 800K $3.30 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -1.12M -100% 0 Jun 26, 2023 Common Stock 1.12M $4.49 Direct F3
transaction CTIC Stock Option (Right to Buy) Disposed to Issuer -900K -100% 0 Jun 26, 2023 Common Stock 900K $4.55 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Adam R. Craig is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Includes 2,030 shares of common stock of the Issuer ("Company Common Stock") purchased by the Reporting Person pursuant to the Issuer's Employee Stock Purchase Plan prior to the date of this Form 4.
F2 This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 10, 2023, by and among the Issuer, Swedish Orphan Biovitrum AB (publ) ("Parent"), and Cleopatra Acquisition Corp., an indirect wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a tender offer for shares of Company Common Stock and thereafter merged with and into the Issuer, effective as of June 26, 2023 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right to receive $9.10 in cash (the "Offer Price") without interest and subject to applicable withholding taxes.
F3 Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock that was outstanding immediately prior to the Effective Time, whether or not vested, with an exercise price that was less than the Offer Price, terminated and was cancelled immediately prior to the Effective Time and converted into the right to receive a cash payment (without interest, and less any applicable withholding taxes) equal to (A) the excess of (x) the Offer Price over (y) the exercise price payable per share of Company Common Stock under such option, multiplied by (B) the total number of shares of Company Common Stock subject to such option.