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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 		 
OMB APPROVAL
OMB Number: 3235-0287
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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*
GHALIE RICHARD G
(Last) (First) (Middle)
C/O MEI PHARMA, INC.
11455 EL CAMINO REAL, SUITE 250
(Street)
SAN DIEGO CA 92130
(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 10% Owner
X Officer (give title below) Other (specify below)
Chief Medical Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/05/2022
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 07/05/2022 F 8,196(1) D $0.54 28,927 D
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
Stock Option (Right to Buy) $0.54 07/05/2022 A 560,000 (2) 07/05/2032 Common Stock 560,000 $0.00 560,000 D
Stock Option (Right to Buy) $2.95 (3) 07/01/2031 Common Stock 320,000 320,000 D
Stock Option (Right to Buy) $1.21 (4) 03/07/2026 Common Stock 130,000 130,000 D
Stock Option (Right to Buy) $1.38 (4) 07/14/2026 Common Stock 25,000 25,000 D
Stock Option (Right to Buy) $2.88 (4) 07/07/2027 Common Stock 65,000 65,000 D
Stock Option (Right to Buy) $4.28 (5) 07/12/2028 Common Stock 130,000 130,000 D
Stock Option (Right to Buy) $2.52 (6) 07/01/2029 Common Stock 150,000 150,000 D
Stock Option (Right to Buy) $3.49 (7) 07/02/2030 Common Stock 150,000 150,000 D
Stock Option (Right to Buy) $3.55 (8) 05/03/2031 Common Stock 75,000 75,000 D
Explanation of Responses:
1. Represents the number of shares withheld by and surrendered to the Issuer on July 5, 2022, to satisfy tax withholding obligations that arose in connection with the delivery of shares underlying restricted stock units.
2. One-quarter of such options shall vest on July 5, 2023 and the remaining three-quarters of such options shall vest monthly over a three-year period beginning on July 5, 2023.
3. One-quarter of such options vested on July 1, 2022, and the remaining three-quarters of such options shall vest monthly over a three-year period beginning on July 1, 2022.
4. All options are currently exercisable.
5. One-quarter of such options vested on July 12, 2019, and the remaining three-quarters of such options shall vest monthly over a three-year period beginning on July 12, 2019.
6. One-quarter of such options vested on July 1, 2020, and the remaining three-quarters of such options shall vest monthly over a three-year period beginning on July 1, 2020.
7. One-quarter of such options vested on July 2, 2021, and the remaining three-quarters of such options shall vest monthly over a three-year period beginning on July 2, 2021.
8. One-quarter of such options vested on May 3, 2022, and the remaining three-quarters of such options shall vest monthly over a three-year period beginning on May 3, 2022.
/s/ Brian G. Drazba, as attorney in fact 07/07/2022
** 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.