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Form 4 CTI BIOPHARMA CORP For: Jan 11 Filed by: PERRY MATTHEW D

January 13, 2017 6:00 PM EST
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 *
PERRY MATTHEW D
(Last) (First) (Middle)
ONE SANSOME STREET
30TH FLOOR
(Street)
SAN FRANCISCO CA 94104
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CTI BIOPHARMA CORP [ CTI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) X Other (specify below)
See Explanation of Responses
3. Date of Earliest Transaction (Month/Day/Year)
01/11/2017
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 01/11/2017   M   8,403 A (2) 8,403 D (1)  
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
Restricted Stock Units (1) (3) (2) 01/11/2017   M     8,403 (2)   (3)   (3) Common Stock 0 $ 0 0 D (1)  
Restricted Stock Units (1) (4) (2)               (4)   (4) Common Stock 34,736 (2)   34,736 (2) D (1)  
Explanation of Responses:
1. The Reporting Person may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.
2. Each restricted stock unit represents the right to receive, at settlement, one share of CTIC common stock. On December 9, 2016, the Issuer announced that the Board of Directors of the Issuer (the "Board") approved a reverse stock split in order to regain compliance with certain NASDAQ requirements. Upon the effectiveness of the reverse stock split, each of the Issuer's shareholders received one new share of the Issuer's Common Stock for every ten shares of the Common Stock that such shareholder held (the "Reverse Stock Split"). As such, pursuant to the Reverse Stock Split, the 347,360 restricted stock units ("RSUs") and corresponding right to receive 347,360 shares of Common Stock, and 84,034 RSUs and corresponding right to receive 84,034 shares of Common Stock, as previously reported, became 34,736 RSUs and corresponding right to receive 34,736 shares of Common Stock, and 8,403 RSUs and corresponding right to receive 8,403 shares of Common Stock, respectively.
3. These restricted stock units were scheduled to vest on the first to occur of (i) the date that is twelve months after the date of grant, (ii) the first annual meeting of CTIC's shareholders in 2017 at which one or more members of the Board are to be elected, or (iii) immediately prior to the occurrence of a Change of Control (as such term is defined in CTIC's 2015 Equity Incentive Plan), subject to the Reporting Person's continued service through such date or event.
4. This restricted stock unit was granted on April 29, 2016 and scheduled to vest twelve months after grant date or, if earlier, the first annual meeting of CTIC's shareholders in 2017 at which one or more members of the Board are to be elected.
/s/ Matthew D. Perry 01/13/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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