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Form 4 MEI Pharma, Inc. For: Nov 05 Filed by: Vivo Ventures V, LLC

November 9, 2015 8:10 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 *
Vivo Ventures V, LLC
(Last) (First) (Middle)
575 HIGH STREET, SUITE 201
(Street)
PALO ALTO CA 94301
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MEI Pharma, Inc. [ MEIP ] 		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)
11/05/2015
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 11/05/2015   S   13,111 D $ 1.91 (1) 193,349 I See Footnote (2)
Common Stock 11/06/2015   S   440 D $ 1.85 (3) 192,909 I See Footnote (4)
Common Stock 11/09/2015   S   9,142 D $ 1.75 (5) 183,767 I See Footnote (6)
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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.85 to $2.04 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.
2. Includes 191,368 shares held of record by Vivo Ventures Fund V, L.P., and 1,981 shares held of record by Vivo Ventures V Affiliates Fund, L.P. (together, the "Vivo V Funds"). Vivo Ventures V, LLC (the "Vivo V GP"), as the sole general partner of both of the Vivo V Funds, may be deemed to beneficially own the Common Stock of the Issuer owned by the Vivo V Funds. Vivo V GP disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.85 to $1.87 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.
4. Includes 190,933 shares held of record by Vivo Ventures Fund V, L.P., and 1,976 shares held of record by Vivo Ventures V Affiliates Fund, L.P. (together, the "Vivo V Funds"). Vivo Ventures V, LLC (the "Vivo V GP"), as the sole general partner of both of the Vivo V Funds, may be deemed to beneficially own the Common Stock of the Issuer owned by the Vivo V Funds. Vivo V GP disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.72 to $1.82 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.
6. Includes 181,885 shares held of record by Vivo Ventures Fund V, L.P., and 1,882 shares held of record by Vivo Ventures V Affiliates Fund, L.P. (together, the "Vivo V Funds"). Vivo Ventures V, LLC (the "Vivo V GP"), as the sole general partner of both of the Vivo V Funds, may be deemed to beneficially own the Common Stock of the Issuer owned by the Vivo V Funds. Vivo V GP disclaims beneficial ownership of the shares except to the extent of its pecuniary interest therein.
/s/ Frank Kung, Managing Member 11/09/2015
** 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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