KAZIA THERAPEUTICS LTD — Director's Dealing 2012

Nov 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MEI Pharma, Inc. (MEIP)
CIK: 0001262104
Period of Report: 2012-11-20

Reporting Person: NOVOGEN LTD (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-20	Common stock, par value $0.00000002 per share	C	4827000	—	Acquired	17837246	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-20	Series A Convert Preferred Stock, par value $0.01 per share	$	C	1000	Disposed		Common Stock, par value $0.00000002 per share (4827000)	Direct

Footnotes

F1: On May 9, 2011, upon the consummation of the transactions contemplated by the Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of December 21, 2010, between the issuer, Novogen, and Novogen Research Pty Limited, a wholly-owned subsidiary of Novogen, Novogen received 1,000 shares of the issuer's Series A Convertible Preferred Stock, par value $0.01 per share, as consideration for the sale of certain assets used in or generated under or in connection with the discovery, development, manufacture and marketing of intellectual property and products based on the field of isoflavonoid technology and on compounds known as isoflavones.

F2: (Continued from foonote 1) Each share of Series A Convertible Preferred Stock was convertible at any time and from time to time and without the payment of additional consideration by the holder thereof into 4,827 shares of the issuer's common stock, par value $0.00000002 per share, for an aggregate amount of 4,827,000 shares. In addition, if a Phase II clinical trial involving any of the isoflavone technology acquired by the issuer had achieved a statistically significant result (p=0.05 or less) or a first patient was enrolled in a Phase III clinical trial involving such technology, whichever was earlier, each share of the Series A Convertible Preferred Stock not already converted could thereafter have been converted into 9,654 shares of Common Stock.

F3: In the event Novogen had not converted all of the Convertible Preferred Stock, upon the earlier of (i) the fifth anniversary of the closing of the Asset Purchase Agreement and (ii) a "change in control", as defined in the Asset Purchase Agreement, of Novogen, all unconverted Convertible Preferred Stock would automatically have been converted into Common Stock in accordance with the applicable conversion ratio.