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

 


SCHEDULE 13D
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
 
 
 
CTI BioPharma Corp.

(Name of Issuer)
 
 
Common Stock, $0.001 par value

(Title of Class of Securities)
 
 
12648L601

(CUSIP Number)
 
 
Louis S. Citron, Esq.
New Enterprise Associates
1954 Greenspring Drive, Suite 600, Timonium, MD  21093
(410) 842-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
 
January 31, 2020

(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.

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.

*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.   12648L601 13D Page 2 of 22 Pages
 
1
NAMES OF REPORTING PERSONS
 
 

Growth Equity Opportunities Fund V, LLC

 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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 Limited Liability Company
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
3,750,000 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,750,000 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,750,000 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 

CUSIP No.   12648L601 13D Page 3 of 22 Pages
 
1
NAMES OF REPORTING PERSONS
 
 

New Enterprise Associates 16, L.P.

 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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 Limited Partnership
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
3,750,000 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,750,000 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,750,000 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 

CUSIP No.   12648L601 13D Page 4 of 22 Pages
 
1
NAMES OF REPORTING PERSONS
 
 

NEA Partners 16, L.P.

 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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 Limited Partnership
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
3,750,000 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,750,000 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,750,000 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
 

CUSIP No.   12648L601 13D Page 5 of 22 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
NEA 16 GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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 Limited Liability Company

 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
3,750,000 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,750,000 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,750,000 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 

CUSIP No.   12648L601 13D Page 6 of 22 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Forest Baskett
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
3,750,000 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,750,000 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,750,000 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 

CUSIP No.   12648L601 13D Page 7 of 22 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Ali Behbahani
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
3,750,000 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,750,000 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,750,000 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 

CUSIP No.   12648L601 13D Page 8 of 22 Pages
 
1
NAMES OF REPORTING PERSONS
 
 

Carmen Chang

 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
3,750,000 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,750,000 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,750,000 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 
 

CUSIP No.   12648L601 13D Page 9 of 22 Pages
 
1
NAMES OF REPORTING PERSONS
 
 

Anthony A. Florence, Jr.

 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
3,750,000 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,750,000 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,750,000 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 

CUSIP No.   12648L601 13D Page 10 of 22 Pages
 
1
NAMES OF REPORTING PERSONS
 
 

Mohamad H. Makhzoumi

 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
3,750,000 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,750,000 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,750,000 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

CUSIP No.   12648L601 13D Page 11 of 22 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Joshua Makower
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
3,750,000 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,750,000 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,750,000 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 

CUSIP No.   12648L601 13D Page 12 of 22 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Scott D. Sandell
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
3,750,000 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,750,000 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,750,000 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 

CUSIP No.   12648L601 13D Page 13 of 22 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Peter W. Sonsini
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
3,750,000 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,750,000 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,750,000 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 

CUSIP No.   12648L601 13D Page 14 of 22 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
Paul Walker
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
 
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
 
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
 
 
United States
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
0 shares
 
 
 
 
8
SHARED VOTING POWER
 
 
3,750,000 shares
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0 shares
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
3,750,000 shares
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,750,000 shares
 
 
 
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
6.5%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 
 

CUSIP No.   12648L601 13D Page 15 of 22 Pages
 
Schedule 13D

 
Item 1.
Security and Issuer.

This Amendment No. 1 (“Amendment No.1”) to Schedule 13D amends and supplements the statement on 13D originally filed on February 20, 2018, relating to the common shares, $0.001 par value (the “Common Stock”), of CTI BioPharma Corp. (the “Issuer”) having its principal executive office at 3101 Western Avenue, Suite 800, Seattle, Washington 98121.

Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D.  Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.

 
Item 2.
Identity and Background.

This statement is being filed by:

(a) Growth Equity Opportunities Fund V, LLC (“GEO”);

(b) New Enterprise Associates 16, L.P.  (“NEA 16”), which is the sole member of GEO, NEA Partners 16, L.P. (“NEA Partners 16”), which is the sole general partner of NEA 16; and NEA 16 GP, LLC (“NEA 16 LLC” and, together with NEA Partners 16, the “Control Entities”), which is the sole general partner of NEA Partners 16; and

(c) Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Joshua Makower (“Makower”), Scott D. Sandell (“Sandell”), Peter W. Sonsini (“Sonsini”) and Paul Walker (“Walker”) (together, the “Managers”), Peter J. Barris (“Barris”), David M. Mott (“Mott”), Chetan Puttagunta (“Puttagunta”), Jon M. Sakoda (“Sakoda”), and Ravi Viswanathan (“Viswanathan”).  The Managers are the managers of NEA 16 LLC.

The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”

The address of the principal business office of GEO, NEA 16 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093.  The address of the principal business office of Behbahani is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815.  The address of the principal business office of Baskett, Chang, Makhzoumi, Makower, Sandell, Sonsini and Walker is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10001.

The principal business of GEO and NEA 16 is to invest in and assist growth-oriented businesses located principally in the United States.  The principal business of NEA Partners 16 is to act as the sole general partner of NEA 16.  The principal business of NEA 16 LLC is to act as the sole general partner of NEA Partners 16.  The principal business of each of the Managers is to manage the Control Entities, GEO and a number of affiliated partnerships with similar businesses.

During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

GEO and NEA 16 LLC are limited liability companies organized under the laws of the State of Delaware.  NEA 16 and NEA Partners 16 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.

 

CUSIP No.   12648L601 13D Page 16 of 22 Pages
 
 

Item 5.
Interest in Securities of the Issuer.
 
  (a)
GEO is the record owner of the GEO Shares.  As the sole member of GEO, NEA 16 may be deemed to own beneficially the GEO Shares.  As the general partner of NEA 16, NEA Partners 16 may be deemed to own beneficially the GEO Shares.  As the sole general partner of NEA Partners 16, NEA 16 LLC may be deemed to own beneficially the GEO Shares.  As members of NEA 16 LLC, each of the Managers may be deemed to own beneficially the GEO Shares

Each Reporting Person disclaims beneficial ownership of the GEO Shares other than those shares which such person owns of record.

The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet.  Such percentage was calculated based on 57,978,725 shares of Common Stock outstanding, as of October 24, 2019, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 4, 2019.


(b)
Regarding the number of shares as to which such person has:


(i)
sole power to vote or to direct the vote: See line 7 of cover sheets


(ii)
shared power to vote or to direct the vote: See line 8 of cover sheets


(iii)
sole power to dispose or to direct the disposition: See line 9 of cover sheets


(iv)
shared power to dispose or to direct the disposition: See line 10 of cover sheets


(c)
Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.


(d)
No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons.


(e)
Each of Barris, Mott, Puttagunta, Sakoda, and Viswanathan has ceased to beneficially own five percent (5%) or more of the Issuer’s outstanding Common Stock, as a result of ceasing to be a Manager of NEA 16 LLC.
 

Item 6.
Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On January 31, 2020, the Issuer entered into an Investment Agreement (the “Investment Agreement”) by and among certain existing stockholders of the Issuer, including GEO (collectively, the “Shareholders”), a copy of which is filed as Exhibit 10.1 to the Issuer’s Form 8-K filed with the SEC on February 3, 2020.  Pursuant to the Investment Agreement, the Shareholders have agreed to, severally and not jointly, purchase shares of the Common Stock, and/or series X convertible preferred stock (“Series X Preferred”), having an aggregate value equal to the value of all shares of Common Stock and/or Series X Preferred (if any) offered but not purchased pursuant to the exercise of rights in the Issuer’s rights offering, including any exercise of rights by the Shareholders. The Investment Agreement contains customary representations, warranties and covenants by the parties.

 
Item 7.
Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13D.

Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
 
 
 


CUSIP No.   12648L601 13D Page 17 of 22 Pages
 
 

SIGNATURE

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

EXECUTED this 13th day of February, 2020.
 
 
GROWTH EQUITY OPPORTUNITIES FUND V, LLC

By:
NEW ENTERPRISE ASSOCIATES 16, L.P.
Sole Member

By: NEA PARTNERS 16, L.P.
      General Partner


By:
NEA 16 GP, LLC
General Partner

By:          *                                       
Scott D. Sandell
Chief Executive Officer


NEW ENTERPRISE ASSOCIATES 16, L.P.

By:
NEA PARTNERS 16, L.P.
General Partner


By:
NEA 16 GP, LLC
General Partner

By:         *                                       
Scott D. Sandell
Chief Executive Officer


NEA PARTNERS 16, L.P.

By:
NEA 16 GP, LLC
General Partner

By:           *                                      
Scott D. Sandell
Chief Executive Officer


NEA 16 GP, LLC

By:           *                                      
Scott D. Sandell
Chief Executive Officer
 


CUSIP No.   12648L601 13D Page 18 of 22 Pages
 
 
 


         *                                                           
Forest Baskett


         *                                                           
Ali Behbahani


         *                                                           
Carmen Chang


         *                                                           
Anthony A. Florence, Jr.


         *                                                           
Mohamad H. Makhzoumi


         *                                                           
Joshua Makower


         *                                                           
Scott D. Sandell


         *                                                           
Peter W. Sonsini
 
 
         *                                                           
Paul Walker
 

 
*/s/ Sasha O. Keough                    
Sasha O. Keough
As attorney-in-fact

This Amendment No. 1 to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 2.

CUSIP No.   12648L601 13D Page 19 of 22 Pages
 
 
EXHIBIT 1


AGREEMENT
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of CTI BioPharma Corp.
 
EXECUTED this 13th day of February, 2020.

 
GROWTH EQUITY OPPORTUNITIES FUND V, LLC

By:
NEW ENTERPRISE ASSOCIATES 16, L.P.
Sole Member

By: NEA PARTNERS 16, L.P.
      General Partner


By:
NEA 16 GP, LLC
General Partner

By:          *                                       
Scott D. Sandell
Chief Executive Officer


NEW ENTERPRISE ASSOCIATES 16, L.P.

By:
NEA PARTNERS 16, L.P.
General Partner


By:
NEA 16 GP, LLC
General Partner

By:         *                                       
Scott D. Sandell
Chief Executive Officer


NEA PARTNERS 16, L.P.

By:
NEA 16 GP, LLC
General Partner

By:           *                                      
Scott D. Sandell
Chief Executive Officer

 
NEA 16 GP, LLC

By:           *                                      
Scott D. Sandell
Chief Executive Officer

 

CUSIP No.   12648L601 13D Page 20 of 22 Pages
 



         *                                                           
Forest Baskett


         *                                                           
Ali Behbahani


         *                                                           
Carmen Chang


         *                                                           
Anthony A. Florence, Jr.


         *                                                           
Mohamad H. Makhzoumi


         *                                                           
Joshua Makower


         *                                                           
Scott D. Sandell


         *                                                           
Peter W. Sonsini
 
 
         *                                                           
Paul Walker
 
 


*/s/ Sasha O. Keough                    
Sasha O. Keough
As attorney-in-fact

This Agreement relating to Schedule 13D was executed by Sasha O. Keough on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached hereto as Exhibit 2.

CUSIP No.   12648L601 13D Page 21 of 22 Pages
 
EXHIBIT 2


POWER OF ATTORNEY
 
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Louis S. Citron, Timothy Schaller, Sasha Keough and Stephanie Brecher, and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution, to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership, corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 13th day of March, 2017.
 


/s/ M. James Barrett                  
M. James Barrett

/s/ Peter J. Barris                       
Peter J. Barris

/s/ Forest Baskett                      
Forest Baskett

/s/ Ali Behbahani                      
Ali Behbahani

/s/ Colin Bryant                         
Colin Bryant

/s/ Carmen Chang                      
Carmen Chang

/s/ Anthony A. Florence, Jr.    
Anthony A. Florence, Jr.

/s/ Carol G. Gallagher                
Carol G. Gallagher

/s/ Dayna Grayson                    
Dayna Grayson

/s/ Patrick J. Kerins                   
Patrick J. Kerins
 
/s/ P. Justin Klein                      
P. Justin Klein

/s/ Vanessa Larco                      
Vanessa Larco

/s/ Joshua Makower                 
Joshua Makower

/s/ Mohamad H. Makhzoumi   
Mohamad H. Makhzoumi
 
 

CUSIP No.   12648L601 13D Page 22 of 22 Pages
 
 

/s/ Edward T. Mathers             
Edward T. Mathers

/s/ David M. Mott                     
David M. Mott

/s/ Sara M. Nayeem                  
Sara M. Nayeem

/s/ Jason R. Nunn                     
Jason R. Nunn

/s/ Gregory Papadopoulos      
Gregory Papadopoulos

/s/ Chetan Puttagunta              
Chetan Puttagunta

/s/ Jon Sakoda                           
Jon Sakoda

/s/ Scott D. Sandell                   
Scott D. Sandell

/s/ A. Brooke Seawell               
A. Brooke Seawell

/s/ Peter W. Sonsini                  
Peter W. Sonsini

/s/ Melissa Taunton                 
Melissa Taunton

/s/ Frank M. Torti                      
Frank M. Torti

/s/ Ravi Viswanathan                
Ravi Viswanathan
 
/s/ Paul E. Walker                      
Paul E. Walker

/s/ Rick Yang                              
Rick Yang