SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GTX, INC.
| (Name of Issuer) |
COMMON STOCK, PAR VALUE $0.001
| (Title of Class of Securities) |
40052B108
| (CUSIP Number) |
January 31, 2007
| (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 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).
| CUSIP No. 40052B108 |
Page 2 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Balanced Fund, LP |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
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| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
None | |
| 6 SHARED VOTING POWER
683,528 (See Item 4) | ||
| 7 SOLE DISPOSITIVE POWER
None | ||
| 8 SHARED DISPOSITIVE POWER
683,528 (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
683,528 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.20% |
|||
| 12 | TYPE OF REPORTING PERSON*
OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 2 of 16 Pages
| CUSIP No. 40052B108 |
Page 3 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Long Bias Fund, LP |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
None | |
| 6 SHARED VOTING POWER
191,888 (See Item 4) | ||
| 7 SOLE DISPOSITIVE POWER
None | ||
| 8 SHARED DISPOSITIVE POWER
191,888 (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,888 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
.62% |
|||
| 12 | TYPE OF REPORTING PERSON*
OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 3 of 16 Pages
| CUSIP No. 40052B108 |
Page 4 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Balanced Offshore Fund, Ltd. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
None | |
| 6 SHARED VOTING POWER
907,009 (See Item 4) | ||
| 7 SOLE DISPOSITIVE POWER
None | ||
| 8 SHARED DISPOSITIVE POWER
907,009 (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
907,009 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.92% |
|||
| 12 | TYPE OF REPORTING PERSON*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 4 of 16 Pages
| CUSIP No. 40052B108 |
Page 5 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Long Bias Offshore Fund, Ltd. |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
None | |
| 6 SHARED VOTING POWER
592,283 (See Item 4) | ||
| 7 SOLE DISPOSITIVE POWER
None | ||
| 8 SHARED DISPOSITIVE POWER
592,283 (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
592,283 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.91% |
|||
| 12 | TYPE OF REPORTING PERSON*
CO |
*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 5 of 16 Pages
| CUSIP No. 40052B108 |
Page 6 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Capital Management, LLC |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
None | |
| 6 SHARED VOTING POWER
875,416 (See Item 4) | ||
| 7 SOLE DISPOSITIVE POWER
None | ||
| 8 SHARED DISPOSITIVE POWER
875,416 (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
875,416 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.82% |
|||
| 12 | TYPE OF REPORTING PERSON*
OO |
Page 6 of 16 Pages
| CUSIP No. 40052B108 |
Page 7 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Visium Asset Management, LLC |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
2,375,408 (See Item 4) | |
| 6 SHARED VOTING POWER
None | ||
| 7 SOLE DISPOSITIVE POWER
2,375,408 (See Item 4) | ||
| 8 SHARED DISPOSITIVE POWER
None |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,375,408 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.66% |
|||
| 12 | TYPE OF REPORTING PERSON*
OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 7 of 16 Pages
| CUSIP No. 40052B108 |
Page 8 of 16 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Jacob Gottlieb |
|||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨ |
|||
| 3 | SEC USE ONLY
|
|||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 SOLE VOTING POWER
2,375,408 (See Item 4) | |
| 6 SHARED VOTING POWER
None (See Item 4) | ||
| 7 SOLE DISPOSITIVE POWER
2,375,408 (See Item 4) | ||
| 8 SHARED DISPOSITIVE POWER
None (See Item 4) |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,375,408 (See Item 4) |
|||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
Not Applicable |
¨
| ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|||
| 12 | TYPE OF REPORTING PERSON*
IN |
*SEE INSTRUCTIONS BEFORE FILLING OUT.
Page 8 of 16 Pages
| CUSIP No. 40052B108 | Page 9 of 16 Pages |
| Item 1 | (a) Name of Issuer:
GTX, Inc. (the “Company”) |
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| (b) Address of Issuer’s Principal Executive Offices:
3 N. Dunlap Street Van Vleet Building, 3rd Floor Memphis, TN 38163 |
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| Item 2 | (a) – (c) This statement is filed on behalf of the following: | |||
| (1) Visium Balanced Fund, LP, a Delaware limited partnership (“VBF”), with its principal business office at c/o Visum Asset Management, LLC, 950 Third Avenue, New York, NY 10022.
(6) Visium Long Bias Fund, LP, a Delaware limited partnership (“VLBF”), with its principal business office at c/o Visum Asset Management, LLC, 950 Third Avenue, New York, NY 10022.
(7) Visium Balanced Fund Offshore, Ltd., a Cayman Islands corporation (“VBFO”), with its principal business office at c/o Morgan Stanley Fund Services (Cayman) Limited, P.O. Box 2681GT, Century yard, 4th Floor, Cricket Square, Hutchins Drive, Grand Cayman, Cayman Islands, British West Indies.
(8) Visium Long Bias Fund Offshore, Ltd., a Cayman Islands corporation (“VLBFO”), with its principal business office at c/o Morgan Stanley Fund Services (Cayman) Limited, P.O. Box 2681GT, Century yard, 4th Floor, Cricket Square, Hutchins Drive, Grand Cayman, Cayman Islands, British West Indies.
(9) Visium Asset Management, LLC, a Delaware limited liability company (“VAM”), with its principal business office at Visum Asset Management, LLC, 950 Third Avenue, New York, NY 10022. VAM is the investment advisor to each of VBF, VLBF, VBFO and VLBFO.
(10) Visium Capital Management, LLC, a Delaware limited liability company (“VCM”), with its principal business office c/o Visum Asset Management, LLC, 950 Third Avenue, New York, NY 10022. VCM is the General Partner of VBF an VLBF. |
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Page 9 of 16 Pages
| CUSIP No. 40052B108 | Page 10 of 16 Pages |
| (d) Title of Class of Securities:
Common Stock, Par Value $0.001
(e) CUSIP Number:
40052B108 |
||||
| 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: | |||
| Not Applicable | ||||
| Item 4 | Ownership |
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| VBF | ||||
| (a) Amount Beneficially Owned:
683,528 shares
(b) Percent of Class:
2.20%
(c) Number of Shares as to which person has:
(i) sole power to vote or to direct vote:
None
(ii) shared power to vote or to direct vote:
683,528 shares
(iii) sole power to dispose or direct disposition of:
None |
||||
Page 10 of 16 Pages
| CUSIP No. 40052B108 | Page 11 of 16 Pages |
| (iv) shared power to dispose or to direct disposition of:
683,528 shares
VLBF
(a) Amount Beneficially Owned:
191,888 shares
(b) Percent of Class:
.62%
(c) Number of Shares as to which person has:
(i) sole power to vote or to direct vote:
None
(ii) shared power to vote or to direct vote:
191,888 shares
(iii) sole power to dispose or direct disposition of:
None
(iv) shared power to dispose or to direct disposition of:
191,888 shares
VBFO
(a) Amount Beneficially Owned:
907,009 shares
(b) Percent of Class:
2.92% |
Page 11 of 16 Pages
| CUSIP No. 40052B108 | Page 12 of 16 Pages |
| (c) Number of Shares as to which person has:
(i) sole power to vote or to direct vote:
None
(ii) shared power to vote or to direct vote:
907,009 shares
(iii) sole power to dispose or direct disposition of:
None
(iv) shared power to dispose or to direct disposition of:
907,009 shares
VLBFO
(a) Amount Beneficially Owned:
592,983 shares
(b) Percent of Class:
1.91%
(c) Number of Shares as to which person has:
(i) sole power to vote or to direct vote:
None
(ii) shared power to vote or to direct vote:
592,983 shares
(iii) sole power to dispose or direct disposition of:
None |
Page 12 of 16 Pages
| CUSIP No. 40052B108 | Page 13 of 16 Pages |
| (iv) shared power to dispose or to direct disposition of:
592,983 shares
VAM
(a) Amount Beneficially Owned:
By virtue of its position as investment advisor to each of VBF, VLBF, VBFO and VLBFO, VAM may be deemed to beneficially own the 2,375,408 shares of the Company’s Common Stock beneficially owned by VBF, VLBF, VBFO and VLBFO.
(b) Percent of Class:
7.66%
(c) Number of Shares as to which person has:
(i) sole power to vote or to direct vote:
2,375,408 shares
(ii) shared power to vote or to direct vote:
None
(iii) sole power to dispose or direct disposition of:
2,375,408 shares
(iv) shared power to dispose or to direct disposition of:
None
VCM
(a) Amount Beneficially Owned:
By virtue of its position as General Partner to each of VBF and VLBF, VCM may be deemed to beneficially own the 875,416 shares of the Company’s Common Stock beneficially owned by VBF and VLBF. |
Page 13 of 16 Pages
| CUSIP No. 40052B108 | Page 14 of 16 Pages |
| (b) Percent of Class:
2.82%
(c) Number of Shares as to which person has:
(i) sole power to vote or to direct vote:
None
(ii) shared power to vote or to direct vote:
875,416 shares
(iii) sole power to dispose or direct disposition of:
None
(iv) shared power to dispose or to direct disposition of:
875,416 shares
Jacob Gottlieb
(a) Amount Beneficially Owned:
By virtue of his position as the principal of VAM and the sole managing member of VCM, Mr. Gottlieb may be deemed to beneficially own the 2,375,408 shares of the Company’s Common Stock beneficially owned by VAM.
(b) Percent of Class:
7.66%
(c) Number of Shares as to which person has:
(i) sole power to vote or to direct vote:
2,375,408 shares
(ii) shared power to vote or to direct vote:
None |
Page 14 of 16 Pages
| CUSIP No. 40052B108 | Page 15 of 16 Pages |
| (iii) sole power to dispose or direct disposition of:
2,375,408 shares
(iv) shared power to dispose or to direct disposition of:
None |
||||
| Item 5 | Ownership of Five Percent or Less of a Class:
Not Applicable |
|||
| 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:
Not Applicable |
|||
| Item 8 | Identification and Classification of Members of the Group:
Not Applicable |
|||
| Item 9 | Notice of Dissolution of Group:
Not Applicable |
|||
| Item 10 | Certification:
By signing below I certify that, to the best of my 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 that purpose or effect. |
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Page 15 of 16 Pages
| CUSIP No. 40052B108 | Page 16 of 16 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2007
| VISIUM ASSET MANAGEMENT, LLC | VISIUM LONG BIAS FUND, LP | |||||||
| By: | /s/ Mark Gottlieb | By: | /s/ Mark Gottlieb | |||||
| Mark Gottlieb Authorized Signatory |
Mark Gottlieb Authorized Signatory | |||||||
| VISIUM BALANCED FUND, LP | VISIUM BALANCED OFFSHORE FUND, LTD. | |||||||
| By: | /s/ Mark Gottlieb | By: | /s/ Mark Gottlieb | |||||
| Mark Gottlieb Authorized Signatory |
Mark Gottlieb Authorized Signatory | |||||||
| VISIUM CAPITAL MANAGEMENT, LLC | VISIUM LONG BIAS OFFSHORE FUND, LTD. | |||||||
| By: | /s/ Mark Gottlieb | By: | /s/ Mark Gottlieb | |||||
| Mark Gottlieb Authorized Signatory |
Mark Gottlieb Authorized Signatory | |||||||
| JACOB GOTTLIEB | ||||||||
| By: | /s/ Mark Gottlieb | |||||||
| Mark Gottlieb Authorized Representative and Chief Compliance Officer |
||||||||
Page 16 of 16 Pages