View:
Download DOC
Download PDF
Download XLS
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
New Leaf Ventures II, L.P.
(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
(Street)
NEW YORK NY 10036
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/18/2012 		3. Issuer Name and Ticker or Trading Symbol
MEI Pharma, Inc. [ MEIP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 3,000,000 D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 12/18/2012 12/18/2017 Common Stock 2,100,000 3.12 D(1)
1. Name and Address of Reporting Person*
New Leaf Ventures II, L.P.
(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
(Street)
NEW YORK NY 10036
(City) (State) (Zip)
1. Name and Address of Reporting Person*
New Leaf Venture Associates II, L.P.
(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
(Street)
NEW YORK NY 10036
(City) (State) (Zip)
1. Name and Address of Reporting Person*
New Leaf Venture Management II, L.L.C.
(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
(Street)
NEW YORK NY 10036
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Chambon Philippe O.
(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
(Street)
NEW YORK NY 10036
(City) (State) (Zip)
1. Name and Address of Reporting Person*
NIEDEL JAMES
(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
(Street)
NEW YORK NY 10036
(City) (State) (Zip)
1. Name and Address of Reporting Person*
HUNT RONALD
(Last) (First) (Middle)
C/O NEW LEAF VENTURES
TIMES SQUARE TOWER, 7 TIMES SQ, STE 3502
(Street)
NEW YORK NY 10036
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lathi Vijay K
(Last) (First) (Middle)
C/O NEW LEAF VENTURES
2500 SAND HILL ROAD, SUITE 203
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Delagardelle Jeani
(Last) (First) (Middle)
C/O NEW LEAF VENTURES
2500 SAND HILL ROAD, SUITE 203
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
1. Name and Address of Reporting Person*
AKKARAJU SRINIVAS
(Last) (First) (Middle)
C/O NEW LEAF VENTURES
2500 SAND HILL ROAD, SUITE 203
(Street)
MENLO PARK CA 94025
(City) (State) (Zip)
Explanation of Responses:
1. The securities are directly held by New Leaf Ventures II, L.P. ("NLV II") and indirectly held by New Leaf Venture Associates II, L.P. ("NLV Associates II"), the sole general partner of NLV II, New Leaf Venture Management II, L.L.C. ("NLV Management II"), the sole general partner of NLV Associates II, and the individual managers of NLV Management II (NLV Associates II, NLV Management II and the individual managers of NLV Management II each, an "Indirect Reporting Person"). The individual managers of NLV Management II filing jointly with NLV II, NLV Associates II and NLV Management II are Philippe O. Chambon, James Niedel, Ronald Hunt, Vijay Lathi, Jeani Delagardelle and Srinivas Akkaraju. Each Indirect Reporting Person disclaims beneficial ownership of such portion of the NLV II shares in which such Indirect Reporting Person has no actual pecuniary interest therein.
Remarks:
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P., the sole general partner of New Leaf Ventures II, L.P. 12/28/2012
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P. 12/28/2012
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C. 12/28/2012
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Philippe O. Chambon 12/28/2012
/s/ Craig L. Slutzkin, as Attorney-in-Fact for James Niedel 12/28/2012
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Ronald Hunt 12/28/2012
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Vijay Lathi 12/28/2012
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Jeani Delagardelle 12/28/2012
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Srinivas Akkaraju 12/28/2012
** 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 5 (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.
POWER OF ATTORNEY





KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints CRAIG

L. SLUTZKIN as his true and lawful attorney-in-fact and agent for him and in his name, place

and stead, in any and all capacities, to sign any and all documents relating to any and all

Securities and Exchange Commission filings which may be required, granting unto said

attorney-in-fact and agent full power and authority to do and perform each and every act and

thing requisite and necessary to be done in and about the premises, as fully to all intents

and purposes as he might or could do in person, thereby ratifying and confirming all that said

attorney-in-fact may lawfully do or cause to be done by virtue hereof.



This power shall continue in effect until terminated in writing.





By: /s/ Vijay K. Lathi

Vijay K. Lathi



By: /s/ James Niedel

James Niedel





Dated: October 5, 2005
POWER OF ATTORNEY





KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints CRAIG

L. SLUTZKIN as his/her true and lawful attorney-in-fact and agent for him/her and in his/her

name, place and stead, in any and all capacities, to sign any and all documents relating to

any and all Securities and Exchange Commission filings which may be required, granting unto

said attorney-in-fact and agent full power and authority to do and perform each and every act

and thing requisite and necessary to be done in and about the premises, as fully to all

intents and purposes as he/she might or could do in person, thereby ratifying and confirming

all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.



This power shall continue in effect until terminated in writing.





By: /s/ Philippe O. Chambon

Philippe O. Chambon



By: /s/ Jeani Delagardelle

Jeani Delagardelle



By: /s/ Ronald Hunt

Ronald Hunt





Dated: September 29, 2006






POWER OF ATTORNEY





KNOWN ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints CRAIG

L. SLUTZKIN as his true and lawful attorney-in-fact and agent for him and in his name, place

and stead, in any and all capacities, to sign any and all documents relating to any and all

Securities and Exchange Commission filings which may be required, granting unto said

attorney-in-fact and agent full power and authority to do and perform each and every act and

thing requisite and necessary to be done in and about the premises, as fully to all intents

and purposes as he might or could do in person, thereby ratifying and confirming all that

said attorney-in-fact may lawfully do or cause to be done by virtue hereof.



This power shall continue in effect until terminated in writing.





By: /s/ Srinivas Akkaraju

Srinivas Akkaraju





Dated: February 2, 2009