Form SC 13G/A CTI BIOPHARMA CORP Filed by: Baxalta Inc

February 5, 2018 1:04 PM

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

 

Under the Securities Exchange Act of 1934

(Amendment No. 4 - EXIT FILING)*

 

 

 

CTI BIOPHARMA CORP.  

(Name of Issuer)

 

Common stock, no par value per share

(Title of Class of Securities)

 

12648L106

(CUSIP Number)

 

January 1, 2018

(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

x Rule 13d-1(c)

 

¨ Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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. 12648L106

             
  1.   

Names of reporting persons

 

Baxalta Incorporated

 

  2.  

Check the appropriate box if a member of a group (see instructions)

 

(a)  ¨        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization

 

Delaware

 

Number of

shares

beneficially

owned by

each

reporting

person

with

  5.   

Sole voting power

 

0

 

  6.  

Shared voting power

 

0

 

  7.  

Sole dispositive power

 

0

 

  8.  

Shared dispositive power

 

0

 

9.  

Aggregate amount beneficially owned by each reporting person

 

0

 

10.  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

¨

 

11.  

Percent of class represented by amount in Row (9)

 

0.0% (1)

 

12.  

Type of reporting person (see instructions)

 

CO

 

 

(1) Percentage of class calculation is based upon the number of shares of issuer’s common stock outstanding as of October 30, 2017 as disclosed by the issuer in its quarterly report for the quarter ended September 30, 2017 and filed with the Securities and Exchange Commission on Form 10-Q on November 7, 2017.

CUSIP No. 12648L106

             
  1.   

Names of reporting persons

 

Baxalta GmbH

 

  2.  

Check the appropriate box if a member of a group (see instructions)

 

(a)  ¨        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization

 

Switzerland

 

Number of

shares

beneficially

owned by

each

reporting

person

with

  5.   

Sole voting power

 

0

 

  6.  

Shared voting power

 

0

 

  7.  

Sole dispositive power

 

0

 

  8.  

Shared dispositive power

 

0

 

9.  

Aggregate amount beneficially owned by each reporting person

 

0

 

10.  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

¨

 

11.  

Percent of class represented by amount in Row (9)

 

0.0% (1)

 

12.  

Type of reporting person (see instructions)

 

CO

 

 

(1) Percentage of class calculation is based upon the number of shares of issuer’s common stock outstanding as of October 30, 2017 as disclosed by the issuer in its quarterly report for the quarter ended September 30, 2017 and filed with the Securities and Exchange Commission on Form 10-Q on November 7, 2017.  

 

CUSIP No. 12648L106

             
  1.   

Names of reporting persons

 

Shire plc

 

  2.  

Check the appropriate box if a member of a group (see instructions)

 

(a)  ¨        (b)  ¨

 

  3.  

SEC use only

 

  4.  

Citizenship or place of organization

 

Jersey, Channel Islands

 

Number of

shares

beneficially

owned by

each

reporting

person

with

  5.   

Sole voting power

 

0

 

  6.  

Shared voting power

 

0

 

  7.  

Sole dispositive power

 

0

 

  8.  

Shared dispositive power

 

0

 

9.  

Aggregate amount beneficially owned by each reporting person

 

0

 

10.  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

¨

 

11.  

Percent of class represented by amount in Row (9)

 

0.0% (1)

 

12.  

Type of reporting person (see instructions)

 

CO

 

 

(1) Percentage of class calculation is based upon the number of shares of issuer’s common stock outstanding as of October 30, 2017 as disclosed by the issuer in its quarterly report for the quarter ended September 30, 2017 and filed with the Securities and Exchange Commission on Form 10-Q on November 7, 2017.  

 

This Amendment No. 4 amends the Schedule 13G originally filed on May 1, 2015, as amended, and is filed by Baxalta Incorporated, Baxalta GmbH and Shire PLC with respect to the shares of the common stock of CTI Biopharma Corp., with principal executive offices at 3101 Western Avenue, Suite 600, Seattle, Washington 98121.

 

Item 4.   Ownership .
     
    (a)   Amount beneficially owned : 0 (1)
     
    (b)   Percent of class : 0.0% (2)
     
    (c)   Number of shares as to which the person has :
       
        (i)   Sole power to vote or to direct the vote: 0
       
        (ii)   Shared power to vote or to direct the vote: 0 (1)
       
        (iii)   Sole power to dispose or to direct the disposition of: 0
       
        (iv)   Shared power to dispose or to direct the disposition of: 0 (1)

(1) The reported securities were beneficially owned by Baxalta GmbH, an indirect wholly-owned subsidiary of Baxalta Incorporated (“Baxalta”), which, in turn, is an indirect wholly-owned subsidiary of Shire plc (“Shire”), following consummation of Shire’s acquisition of Baxalta pursuant to the merger of a wholly-owned subsidiary of Shire with and into Baxalta, which merger transaction closed on June 3, 2016.   

 

(2) Percentage of class calculation is based upon the number of shares of issuer’s common stock outstanding as of October 30, 2017 as disclosed by the issuer in its quarterly report for the quarter ended September 30, 2017 and filed with the Securities and Exchange Commission on Form 10-Q on November 7, 2017.  

 

Exhibits:

 

Exhibit 1 – Joint Filing Statement

 

Exhibit 2 – Power of Attorney (incorporated by reference to Schedule 13G filed with the Securities and Exchange Commission on February 12, 2016 (File No. 005-48459)

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 5, 2018

 

  BAXALTA INCORPORATED  
       
  By:   /s/ Jeffrey Prowda  
  Name:   Jeffrey Prowda  
  Title:   Assistant Secretary  
     
  BAXALTA GMBH  
       
  By:   /s/ Yvo Aebli  
  Name:   Yvo Aebli  
  Title:   Director  
         
  SHIRE PLC  
       
  By:   /s/ W R Mordan  
  Name:  

Bill Mordan

 
  Title:  

Company Secretary

 

Exhibit 1

 

Joint Filing Agreement

 

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the U.S. Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange) with respect to the common stock, no par value per share, of CTI Biopharma Corp., and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

 

It is understood and agreed that the joint filing of this Schedule 13G shall not be construed as an admission that the reporting persons named herein constitute a group for purposes of Regulation 13D-G of the Securities Exchange Act of 1934, nor is a joint venture for purposes of the Investment Company Act of 1940.

 

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of February 5, 2018.

 

 

  BAXALTA INCORPORATED  
       
  By:   /s/ Jeffrey Prowda  
  Name:   Jeffrey Prowda  
  Title:   Assistant Secretary  
     
  BAXALTA GMBH  
       
  By:   /s/ Yvo Aebli  
  Name:   Yvo Aebli  
  Title:   Director  
         
  SHIRE PLC  
       
  By:   /s/ W R Mordan  
  Name:  

Bill Mordan

 
  Title:  

Company Secretary

 

 

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