Statement of Changes in Beneficial Ownership (4)

Date : 09/26/2019 @ 10:23PM
Source : Edgar (US Regulatory)
Stock : Onconova Therapeutics Inc (ONTX)
Quote : 0.2899  0.0177 (6.50%) @ 5:00AM
After Hours
Last Trade
Last $ 0.29 ▼ -0.00 (-0.03%)

Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MARINO JAMES J
2. Issuer Name and Ticker or Trading Symbol

Onconova Therapeutics, Inc. [ ONTX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

C/O ONCONOVA THERAPEUTICS, 375 PHEASANT RUN
3. Date of Earliest Transaction (MM/DD/YYYY)

9/25/2019
(Street)

NEWTOWN, PA 18940
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  9/25/2019    P    7260  A $1.60  16942  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (right to purchase)  $1.01 (1) 9/25/2019    H (3)       5000   2/12/2018   (2) Series A Convertible Preferred Stock  5000   (3) 0  D   
Warrant (right to purchase)  $.1067  9/25/2019    P (3)    5000      9/25/2019  12/31/2022  Series A Convertible Preferred Stock  5000   (3) 5000  D   
Warrant (right to purchase)  $.425 (4) 9/25/2019    H (6)       1472.5   5/1/2018   (5) Series B Convertible Preferred Stock  1472.5   (6) 0  D   
Warrant (right to purchase)  $.1067  9/25/2019    P (6)    1472.5      9/25/2019  12/31/2022  Series B Convertible Preferred Stock  1472.5   (6) 1472.5  D   

Explanation of Responses:
(1)  These warrants were acquired in a public offering, by Onconova Therapeutics, Inc. (the Company), of units which included one share of common stock and one warrant. The public offering price for each unit was $1.01.
(2)  The warrants were exercisable immediately at an exercise price of $1.01 per 0.1 share of Series A Convertible Preferred Stock and would expire on the later of (i) the one-year anniversary of the date on which theCompany publicly announces through the filing of a Current Report on Form 8-K that a Charter Amendment, increasing the number of available common shares, has been filed with the Secretary of State of the State of Delaware and (ii) the earlier of (A) the one-month anniversary of the date on which the Company publically releases certain topline results of the INSPIRE Pivotal phase 3 trial that compare the overall survival (OS) of patients in the rigosertib group vs the Physician's Choice group, in all patients and in a subgroup of patients with IPSS-R very high risk and (B) December 31, 2019.
(3)  In connection with a purchase of the Company's common stock on September 25, 2019 the terms of a warrant to purchase Series A preferred stock, previously purchased on February 12, 2018, were amended as follows: (1) the exercise price of the warrant to purchase one share of common stock on an as-exercised and as-converted basis was reduced from $1.01 per 0.1 share of Series A Preferred Stock to $0.10667 per 0.1 share of Series A Preferred Stock which, on an as-converted basis, equals $1.60 per share of common stock, and (2) the expiration date of the warrant was extended to December 31, 2022. The price for amending Series A Preferred Stock Warrants was $0.125 per share (on an as-converted basis per share of common stock).
(4)  These warrants were acquired in a public offering, by the Company, of units which included one share of common stock and one warrant. The public offering price for each unit was $0.425.
(5)  The warrants were exercisable immediately at an exercise price of $0.425 per 0.025 share of Series B Convertible Preferred Stock and would expire on the 18-month anniversary of the date on which the Company publicly announced through the filing of a Current Report on Form 8-K that a Charter Amendment, increasing the number of available common shares, has been filed with the Secretary of State of the State of Delaware.
(6)  In connection with a purchase of the Company's common stock on September 25, 2019 the terms of a warrant to purchase Series B preferred stock, previously purchased on May 1,2018, were amended as follows: (1) the exercise price of the warrant to purchase one share of common stock on an as-exercised and as-converted basis was reduced from $0.425 per 0.025 share of Series B Preferred Stock to $0.10667 per 0.025 share of Series B Preferred Stock which, on an as-converted basis, equals $1.60 per share of common stock, and (2) the expiration date of the warrant was extended to December 31, 2022. The price for amending Series B Preferred Stock Warrants was $0.125 per share (on an as-converted basis per share of common stock).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MARINO JAMES J
C/O ONCONOVA THERAPEUTICS
375 PHEASANT RUN
NEWTOWN, PA 18940
X



Signatures
/s/ Mark Guerin as attorney-in-fact 9/26/2019
**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 control number.

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