UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
CELL THERAPEUTICS, INC
Common Stock, no par value per share
(Title of Class of Securities)
150934107
CUSIP Number
March 31, 2004
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 the
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).
Continued on following pages
Page 1 of 13 Pages
Exhibit Index: Page 12
SCHEDULE 13G
CUSIP NO. 150934107 Page 2 of 12
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
2 Check the Appropriate Box If a Member of a Group *
a. |_|
b. |X|
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 822,301
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
822,301
9 Aggregate Amount Beneficially Owned by Each Reporting Person
822,301
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares *
|_|
11 Percent of Class Represented By Amount in Row (9)
1.63%
12 Type of Reporting Person *
CO
* see instructions before filling out
SCHEDULE 13G
CUSIP NO. 150934107 Page 3 of 12
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ARIES SELECT, LTD.
2 Check the Appropriate Box If a Member of a Group *
a. |_|
b. |X|
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
umber of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 465,195
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
465,195
9 Aggregate Amount Beneficially Owned by Each Reporting Person
465,165
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares *
|_|
11 Percent of Class Represented By Amount in Row (9)
0.92%
12 Type of Reporting Person *
CO
* see instructions before filling out
SCHEDULE 13G
CUSIP NO. 150934107 Page 4 of 12
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
LINDSAY A. ROSENWALD, M.D.
2 Check the Appropriate Box If a Member of a Group *
a. |_|
b. |X|
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 1,579,510
Shares
Beneficially 6 Shared Voting Power
Owned By 822,301
Each
Reporting 7 Sole Dispositive Power
Person 1,579,510
With
8 Shared Dispositive Power
822,301
9 Aggregate Amount Beneficially Owned by Each Reporting Person
2,401,811
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares *
|_|
11 Percent of Class Represented By Amount in Row (9)
4.76%
12 Type of Reporting Person *
IN
* see instructions before filling out
SCHEDULE 13G
CUSIP NO. 150934107 Page 5 of 12
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ARIES SELECT I LLC
2 Check the Appropriate Box If a Member of a Group *
a. |_|
b. |X|
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 293,474
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
293,474
9 Aggregate Amount Beneficially Owned by Each Reporting Person
293,474
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares *
|_|
11 Percent of Class Represented By Amount in Row (9)
0.58%
12 Type of Reporting Person *
CO
* see instructions before filling out
SCHEDULE 13G
CUSIP NO. 150934107 Page 6 of 12
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ARIES SELECT II LLC
2 Check the Appropriate Box If a Member of a Group *
b. |_|
c. |X|
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 63,632
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
63,632
9 Aggregate Amount Beneficially Owned by Each Reporting Person
63,632
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares *
[ ]
11 Percent of Class Represented By Amount in Row (9)
0.13%
12 Type of Reporting Person *
CO
* see instructions before filling out
PAGE 7 OF 12
039998.0003 NEW YORK 357623 v1
ITEM 1(A) NAME OF ISSUER:
Cell Therapeutics, Inc. (the "Issuer").
ITEM 1(B) ADDRESS OF THE ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
201 ELLIOTT AVE W, STE 400
SEATTLE, WA 98119
PHONE: 206-270-7100
ITEM 2(A) NAME OF PERSON FILING:
This statement is filed on behalf of Paramount Capital Asset Management, Inc.
("Paramount Capital"), Aries Select, Ltd. ("Aries Select"), Aries Select I LLC
("Aries I"), Aries Select II LLC ("Aries II") and Lindsay A. Rosenwald, M.D.
("Dr. Rosenwald" and collectively, the "Reporting Persons").
Dr. Rosenwald is an investment banker, venture capitalist, fund manager and sole
stockholder and chairman of Paramount Capital. Paramount Capital is the managing
member to each of Aries I and Aries II and the investment manager to Aries
Select.
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The address of the principal business office of Paramount Capital, Aries I,
Aries II and Dr. Rosenwald is 787 Seventh Avenue, 48th Floor, New York, New
York, 10019. The address of the principal business office of Aries Select is c/o
Fortis Fund Services Cayman Limited, Grand Pavilion Commercial Center, 802 West
Bay Road, Grand Cayman, Cayman Islands.
ITEM 2(C) CITIZENSHIP:
1) Paramount Capital is a Subchapter S corporation incorporated in
Delaware;
2) Aries Select is a Cayman Islands exempted company;
3) Aries I and Aries II are Delaware limited liability companies;
4) Dr. Rosenwald is a citizen of the United States.
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock (the "Shares").
ITEM 2(E) CUSIP NUMBER:
150934107
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
This Item 3 is not applicable.
PAGE 8 OF 12
ITEM 4. OWNERSHIP:
ITEM 4(A) AMOUNT BENEFICIALLY OWNED:
Each of the Reporting Persons may be deemed the beneficial owner of the
following number of Shares:
(i) Paramount Capital may be deemed to own 822,301Shares, which
includes the Shares owned by Aries Select, Aries I and Aries
II.
(ii) Aries Select may be deemed the beneficial owner of 465,195
Shares, which includes 423,595Shares and options to purchase
41,600 Shares
(iii) Aries I may be deemed the beneficial owner of 293,474 Shares,
which includes 261,474 Shares and options to purchase 32,000
Shares
(iv) Aries II may be deemed the beneficial owner of 63,632 Shares
which includes 57,232 Shares and options to purchase 6,400
Shares
(v) Dr. Rosenwald may be deemed the beneficial owner of 2,401,811
Shares as follows: (a) all shares described in (i) - (iv)
above; and (b) 1,544,510 Shares and warrants to purchase
35,000 Shares owned directly by Dr. Rosenwald.
ITEM 4(B) PERCENT OF CLASS:
Please see Item 11 of each cover page.
PAGE 9 OF 12
ITEM 4(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote: Please see Item 5 of each cover page
(ii) Shared power to vote or to direct the vote Please see Item 6 of each cover page
(iii) Sole power to dispose or to direct the disposition of Please see Item 7 of each cover page
(iv) Shared power to dispose or to direct the disposition of Please see Item 8 of each cover page
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
None of the the reporting parties own greater than 5% of any class of securities of the issuer.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED
ON BY THE PARENT HOLDING COMPANY:
This Item 7 is not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
This Item 8 is not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
This Item 9 is not applicable.
ITEM 10. CERTIFICATION:
By signing below each of the Reporting Persons certifies that, to
the best of such person's knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the Issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having such purpose or effect.
PAGE 10 OF 12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct, as of this April 16, 2004.
LINDSAY A. ROSENWALD, M.D. PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
By; /s/ Lindsay A. Rosenwald By: /s/ Lindsay A. Rosenwald
------------------------ -----------------------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
ARIES SELECT, LTD.
By: Paramount Capital Asset Management, Inc.
Its: Investment Manager
By: /s/ Lindsay A. Rosenwald
-----------------------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
ARIES SELECT I LLC
By: Paramount Capital Asset Management, Inc.
Its Managing Manager
By: /s/ Lindsay A. Rosenwald
-----------------------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
ARIES SELECT II LLC
By: Paramount Capital Asset Management, Inc.
Its Managing Manager
By: /s/ Lindsay A. Rosenwald
-----------------------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
PAGE 11 OF 12
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement, dated as of April 16, 2004 by and among Paramount
Capital Asset Management, Inc., Aries Select, Ltd., Aries Select I LLC,
Aries Select II, LLC, and Lindsay A. Rosenwald, M.D................... 13
PAGE 12 OF 12
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to the Common Stock of Cell Therapuetics, Inc. dated as of April 16,
2004, is, and any amendments thereto (including amendments on Schedule 13D)
signed by each of the undersigned shall be, filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934.
LINDSAY A. ROSENWALD, M.D. PARAMOUNT CAPITAL ASSET MANAGEMENT, INC.
By; /s/ Lindsay A. Rosenwald By: /s/ Lindsay A. Rosenwald
------------------------ -----------------------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
ARIES SELECT, LTD.
By: Paramount Capital Asset Management, Inc.
Its Investment Manager
By: /s/ Lindsay A. Rosenwald
-----------------------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
ARIES SELECT I LLC
By: Paramount Capital Asset Management, Inc.
Its: Managing Manager
By: /s/ Lindsay A. Rosenwald
-----------------------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman
ARIES SELECT II LLC
By: Paramount Capital Asset Management, Inc.
Its: Managing Manager
By: /s/ Lindsay A. Rosenwald
-----------------------------------------
Name: Lindsay A. Rosenwald, M.D.
Title: Chairman