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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SPECTRUM PHARMACEUTICALS INC 11500 SOUTH EASTERN AVENUE, SUITE 240 HENDERSON, NV 89052 |
X | |||
SAPPHIRE ACQUISITION SUB, INC. C/O SPECTRUM PHARMACEUTICALS, INC. 11500 SOUTH EASTERN AVENUE, SUITE 240 HENDERSON, NV 89052 |
X |
Spectrum Pharmaceuticals, Inc.., by /s/ Brett L. Scott | 09/06/2012 | |
**Signature of Reporting Person | Date | |
Sapphire Acquisition Sub, Inc., by /s/ Brett L. Scott | 09/06/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Reflects all outstanding shares of Allos Therapeutics, Inc. ("Allos") not acquired in the tender offer described in the Tender Offer Statement on Schedule TO, as amended and supplemented, initially filed with the Securities and Exchange Commission on April 16, 2012 (the "Tender Offer") by Spectrum Pharmaceuticals, Inc. ("Spectrum") and Sapphire Acquisition Sub, Inc. ("Merger Sub"). On September 5, 2012, following completion of the Tender Offer, Allos merged with Merger Sub, with Allos surviving the merger as a wholly owned subsidiary of Spectrum pursuant to a "short-form merger" under Delaware law (the "Merger"). Outstanding shares of Allos not tendered in the Tender Offer are deemed acquired by Spectrum and Merger Sub upon consummation of the Merger. |
(2) | Prior to the Merger, Spectrum held 1,000 shares of the common stock of Merger Sub, which represented all of the issued and outstanding capital stock of Merger Sub. At the effective time of the Merger, each share of Merger Sub was converted into a share of Allos stock. At the effective time of the Merger, all shares of Allos issued and outstanding immediately prior to the effective time were cancelled as a result of the Merger, in effect cancelling all shares of Allos held by Merger Sub. |