sc13da107422cti_01112016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 1)1

CTI BioPharma Corp.
(Name of Issuer)

Common Stock, no par value per share
(Title of Class of Securities)

87611R306
(CUSIP Number)
 
SPIKE LOY
BVF PARTNERS L.P.
1 Sansome Street, 30th Floor
San Francisco, California 94104
(415) 525-8890

ADAM W. FINERMAN, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 7, 2016
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
BIOTECHNOLOGY VALUE FUND, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
15,592,160
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
15,592,160
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,592,160
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
5.5%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
BIOTECHNOLOGY VALUE FUND II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
8,850,836
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
8,850,836
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,850,836
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.1%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
BIOTECHNOLOGY VALUE TRADING FUND OS LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,090,744
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,090,744
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,090,744
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.1%
14
TYPE OF REPORTING PERSON
 
PN

 
4
 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
BVF PARTNERS OS LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
3,090,744
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
3,090,744
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,090,744
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.1%
14
TYPE OF REPORTING PERSON
 
CO

 
5
 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
BVF PARTNERS L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
44,796,940
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
44,796,940
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
44,796,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.9%
14
TYPE OF REPORTING PERSON
 
PN, IA

 
6
 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
BVF INC.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
44,796,940
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
44,796,940
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
44,796,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.9%
14
TYPE OF REPORTING PERSON
 
CO

 
7
 
CUSIP NO. 87611R306
 
1
NAME OF REPORTING PERSON
 
MARK N. LAMPERT
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
44,796,940
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
44,796,940
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
44,796,940
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
15.9%
14
TYPE OF REPORTING PERSON
 
IN

 
8
 
CUSIP NO. 87611R306
 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
The Shares purchased by each of BVF, BVF2, Trading Fund OS, and held in the Partners Management Accounts, were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted on Schedule A.
 
The aggregate purchase price of the 15,592,160 Shares beneficially owned by BVF is approximately $19,870,944, including brokerage commissions. The aggregate purchase price of the 8,850,836 Shares beneficially owned by BVF2 is approximately $11,278,452, including brokerage commissions. The aggregate purchase price of the 3,090,744 Shares beneficially owned by Trading Fund OS is approximately $3,816,274 including brokerage commissions. The aggregate purchase price of the 17,263,200 Shares beneficially owned by the Partners Management Accounts is approximately $20,253,253, including brokerage commissions.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a)-(c) are hereby amended and restated to read as follows:
 
(a)           The aggregate percentages of Shares reported owned by each person named herein is  based on 281,795,171 shares of Common Stock, which includes 231,795,171 shares of Common Stock outstanding as advised by the Issuer on December 4, 2015, along with the 27,272,727 shares owned by the Reporting Persons pursuant to the issuance of Series N-2 Preferred Stock and the subsequent conversion into Common Stock, and the assumption that 22,727,273 shares owned by certain other parties pursuant to the issuance of the Series N-2 Preferred Stock have been converted into Common Stock.
 
As of the close of business on January 8, 2016, (i) BVF beneficially owned 15,592,160 Shares, (ii) BVF2 beneficially owned 8,850,836 Shares, (iii) Trading Fund OS beneficially owned 3,090,744 Shares, and (iv) 17,263,200 Shares were held in the Partners Management Accounts, representing percentage ownership of approximately 5.5%, 3.1%, 1.1%, and 6.1%, respectively, of the Shares outstanding.
 
Partners OS as the general partner of Trading Fund OS, may be deemed to beneficially own the 3,090,744 Shares beneficially owned by Trading Fund OS.
 
Partners, as the general partner of BVF and BVF2, the sole member of Partners OS, and the investment manager of Trading Fund OS and the Partners Management Accounts, may be deemed to beneficially own the 44,796,940 Shares beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and the Partners Management Accounts, representing percentage ownership of approximately 15.9% of the Shares outstanding.
 
BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 44,796,940 Shares beneficially owned by Partners, representing percentage ownership of approximately 15.9% of the Shares outstanding.
 
 
9
 
CUSIP NO. 87611R306
 
Mr. Lampert, as a director and officer of BVF Inc. may be deemed to beneficially own the 44,796,940 Shares beneficially owned by BVF Inc., representing percentage ownership of approximately 15.9% of the Shares outstanding.
 
(b)           Each of BVF, BVF2, and Trading Fund OS, shares with Partners voting and dispositive power over the Shares each such entity beneficially owns. Trading Fund OS, shares with Partners OS, voting and dispositive power over the Shares beneficially owned by Trading Fund OS. Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the 44,796,940 Shares they may be deemed to beneficially own with BVF, BVF2, Trading Fund OS and Partners OS.
 
(c)           Schedule A annexed hereto lists all transactions in securities of the Issuer since the filing of the Schedule 13D by the Reporting Persons.  All of such transactions were effected in the open market, except as otherwise noted.
 
 
10
 
CUSIP NO. 87611R306
 
SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  January 11, 2016

BIOTECHNOLOGY VALUE FUND, L.P.
    
BVF INC.
 
 
    
 
By:
BVF Partners L.P., its general partner
  
By:
/s/ Mark N. Lampert
By:
BVF Inc., its general partner
    
Mark N. Lampert
 
 
    
President
By:
/s/ Mark N. Lampert
      
 
Mark N. Lampert
    
 
 
President
    
/s/ Mark N. Lampert
 
 
    
MARK N. LAMPERT
 
 
      
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
      
 
Mark N. Lampert
      
 
President
      
         
         
         
         
BVF PARTNERS L.P.
      
         
By:
BVF Inc., its general partner
      
 
 
      
By:
/s/ Mark N. Lampert
      
 
Mark N. Lampert
      
 
President
      


BVF PARTNERS OS LTD.
      
         
By:
BVF Partners L.P., its sole member
      
By:
BVF Inc., its general partner
      
 
 
      
By:
/s/ Mark N. Lampert
      
 
Mark N. Lampert
      
 
President
      
         
         
BIOTECHNOLOGY VALUE TRADING FUND OS LP
      
         
By:
BVF Partners L.P., its investment manager
      
By:
BVF Inc., its general partner
      
 
 
      
By:
/s/ Mark N. Lampert
      
 
Mark N. Lampert
      
 
President
      
 
 
11
 
CUSIP NO. 87611R306
 
SCHEDULE A
 
Transactions in the Securities of the Issuer Since the Filing of the Schedule 13D
 
Class of
Security
Securities
Purchased / (Sold)
Price ($)
Date of
Purchase / Sale

 
BIOTECHNOLOGY VALUE FUND, L.P.
 
       
Common Stock
508,287
1.2171
01/07/2016
Common Stock
186,314
1.2171
01/08/2016

 
BIOTECHNOLOGY VALUE FUND II, L.P.
 
       
Common Stock
87,747
1.2171
01/07/2016
Common Stock
90,049
1.2171
01/08/2016

 
BIOTECHNOLOGY VALUE TRADING FUND OS LP
 
       
Common Stock
29,655
1.2171
01/07/2016
Common Stock
32,571
1.2171
01/08/2016

 
BVF PARTNERS L.P. (THROUGH THE PARTNERS MANAGEMENT ACCOUNTS)
 
       
Common Stock
8,091
1.2171
01/07/2016
Common Stock
58,613
1.2171
01/08/2016