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 |
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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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Onconova Therapeutics, Inc. [ ONTX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/27/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/27/2018 | S | 20,000 | D | $0.4535 | 5,811,116(2) | I | By the Michael and Jane Hoffman 2018 Descendants Trust(1) | ||
| Common Stock | 08/28/2018 | S | 20,000 | D | $0.4445 | 5,791,116(2) | I | By the Michael and Jane Hoffman 2018 Descendants Trust(1) | ||
| Common Stock | 08/28/2018 | S | 30,000 | D | $0.4569 | 5,761,116(2) | I | By the Michael and Jane Hoffman 2018 Descendants Trust(1) | ||
| Common Stock | 08/29/2018 | S | 29,999.262 | D | $0.4507 | 5,731,116.738(2) | I | By the Michael and Jane Hoffman 2018 Descendants Trust(1) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. These shares are held for the benefit of the reporting person's descendants. The reporting person's spouse is a trustee of the trust. The reporting person is a general agent of the trust. |
| 2. Includes (i) 19,951 options to purchase shares of Common Stock of the Issuer, which are immediately exercisable or will be exercisable within 60 days of the date hereof; (ii) 5,700,836.738 shares of Common Stock held by the Michael and Jane Hoffman 2018 Descendants Trust, of which Mr. Hoffman is donor (which includes 2,211,765 shares of Common Stock issuable upon the exercise of warrants for 55,294.125 shares of Series B Preferred Stock that convert into shares of Common Stock and 396,633 shares of Common Stock issuable upon the exercise of warrants, all of which are immediately exercisable or exercisable within 60 days hereof); and (iii) 8,453 shares of Common Stock held by the Michael and Jane Hoffman 2013 Descendants Trust (Non-GST Exempt Trust), of which Mr. Hoffman is donor. |
| /s/ Mark Guerin as attorney-in-fact | 08/29/2018 | |
| ** 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. | ||