SEC FORM 4 SEC Form 4
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*
SPECTRUM PHARMACEUTICALS INC

(Last) (First) (Middle)
11500 S. EASTERN AVE.
SUITE 240

(Street)
HENDERSON NV 89052

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CASI Pharmaceuticals, Inc. [ CASI ]
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)
12/22/2017
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 12/22/2017 P 907,356(1) A $0.01 6,897,413 D
Common Stock 12/22/2017 P 611,740(1) A $0.01 4,650,262 I See footnote(2)
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
1. Name and Address of Reporting Person*
SPECTRUM PHARMACEUTICALS INC

(Last) (First) (Middle)
11500 S. EASTERN AVE.
SUITE 240

(Street)
HENDERSON NV 89052

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Spectrum Pharmaceuticals Cayman, L.P.

(Last) (First) (Middle)
11500 S. EASTERN AVE.
SUITE 240

(Street)
HENDERSON NV 89052

(City) (State) (Zip)
Explanation of Responses:
1. Pursuant to Investment Agreements dated 9/17/14 ("Closing Date") Spectrum Pharmaceuticals, Inc. ("Spectrum") and Spectrum Pharmaceuticals Cayman, L.P.("Cayman") were issued a contingent right to purchase shares of the Issuer's Common Stock at par value in order to maintain their respective post-investment equity ownership percentage as of the Closing Date ("Contingent Right") in the event Issuer issued securities after the Closing Date. On 10/17/17,10/23/17 and 11/20/17 respectively the Issuer held closings of a registered direct public offering resulting in the issuance of an aggregate of 7,951,865 shares of its common stock and warrants exercisable for up to 1,590,373 shares of its common stock to certain investors which triggered the Contingent Right to Spectrum and Cayman to purchase in the aggregate 1,519,096 shares of Issuer's Common Stock. Spectrum and Cayman exercised the Contingent Right and on 12/22/17 the Issuer issued 907,356 shares to Spectrum and 611,740 shares to Cayman.
2. These securities are owned directly by Cayman, which is owned 99% by Spectrum and 1% by Spectrum Pharmaceuticals International Holdings, LLC, a Delaware limited liability company. As a result, Spectrum may be deemed to share voting and dispositive power over the reported securities. Spectrum disclaims beneficial ownership in the shares held directly by Cayman except to the extent of its pecuniary interest therein.
Remarks:
By: /s/ Kurt A. Gustafson, attorney-in-fact for Spectrum Pharmaceuticals, Inc. 12/22/2017
By: /s/ Kurt A. Gustafson, attorney-in-fact for Spectrum Pharmaceuticals Cayman, L.P. 12/22/2017
** 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).
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