Anson Management GP LLC Form 4 Filed 2023-10-24

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person ^*

Anson Funds Management LP

2. Issuer Name and Ticker or Trading Symbol
MEI Pharma, Inc. [MEIP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

16000 DALLAS PARKWAY, SUITE 800

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2023

(Street)

DALLAS, TX 75248

(City)

(State)

(Zip)

4. If Amendment, Date 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 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/20/2023		X		143,200	A	$7	1,057,388⁽¹⁾⁽²⁾	I	See footnotes⁽³⁾
Common Stock	10/20/2023		X		35,800	A	$7	1,093,188⁽¹⁾⁽²⁾	I	See footnotes⁽³⁾

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Put Option (obligation to buy)

10/20/2023

1,432

09/22/2023

10/20/2023

Common Stock

143,200

$ 0

7,068⁽¹⁾⁽²⁾

See footnotes⁽³⁾

Put Option (obligation to buy)

10/20/2023

358

09/22/2023

10/20/2023

Common Stock

35,800

$ 0

6,710⁽¹⁾⁽²⁾

See footnotes⁽³⁾

Put Option (obligation to buy)

10/20/2023

6,710

09/22/2023

10/20/2023

Common Stock

671,000

$ 0

See footnotes⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Anson Funds Management LP 16000 DALLAS PARKWAY SUITE 800 DALLAS, TX 75248		X
Anson Advisors Inc. 155 UNIVERSITY AVENUE SUITE 207 TORONTO, A6 M5H 3B7		X
Nathoo Amin 155 UNIVERSITY AVENUE SUITE 207 TORONTO, Z4 M5H 3B7		X
Kassam Moez 111 PETER STREET SUITE 904 TORONTO, A6 M5V2H1		X
Anson Management GP LLC 16000 DALLAS PARKWAY SUITE 800 DALLAS, TX 75248		X
Winson Bruce Ross 16000 DALLAS PARKWAY SUITE 800 DALLAS, TX 75248		X

Explanation of Responses:

1.	The filing of this Form 4 shall not be construed as an admission that Anson Funds Management LP ("Anson"), Anson Management GP LLC, the general partner of Anson ("Anson GP"), Bruce R. Winson, the manager of Anson GP, Anson Advisors Inc. ("Anson Advisors"), Amin Nathoo, a director of Anson Advisors, or Moez Kassam, a director of Anson Advisors, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the securities of MEI Pharma, Inc. (the "Issuer") purchased by Anson Investments Master Fund LP, Anson East Master Fund LP and Anson Opportunities Master Fund LP (collectively, the "Funds"), each advised by Anson and Anson Advisors.
2.	Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
3.	Anson and Anson Advisors hold indirectly the securities of the Issuer through the Funds, for which Anson and Anson Advisors are the Investment Advisors. Anson GP and Bruce R. Winson report the securities held indirectly by the Funds because, as the general partner of Anson and the manager of Anson GP, respectively, at the time of purchase, they controlled the disposition and voting of the securities. Mr. Nathoo and Mr. Kassam report the securities held indirectly by the Funds because, as the directors of Anson Advisors, at the time of purchase, they controlled the disposition and voting of the securities.

	Signatures
	/s/ Bruce R. Winson, manager of Anson Management GP LLC, general partner of Anson Funds Management LP	10/24/2023
	/s/ Bruce R. Winson, manager of Anson Management GP LLC	10/24/2023
	/s/ Bruce R. Winson	10/24/2023
	/s/ Amin Nathoo, director of Anson Advisors Inc.	10/24/2023
	/s/ Amin Nathoo	10/24/2023
	/s/ Moez Kassam	10/24/2023
	** Signature of Reporting Person	Date
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