SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 3)*
GTx, Inc.
(Name of Issuer)
Common Stock, $ 0.001 par value
(Title of Class of Securities)
40052B108
(CUSIP Number)
December 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:
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
o Rule 13d-1(c)
þ 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 the disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 5 Pages
CUSIP No. |
40052B108 |
13G/A | Page | 2 |
of | 5 Pages |
| 1 | NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Marc S. Hanover |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| United States of America | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 229,152 | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 1,336,759 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 229,152 | ||||
| WITH | 8 | SHARED DISPOSITIVE POWER | |||
| 1,336,759 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 1,565,911 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) (a) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
| 4.3% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
| CUSIP NO. 40052B108 | 13G/A | Page 3 of 5 Pages |
Item 1(a).
|
Name of Issuer: | GTx, Inc. | ||
Item 1(b).
|
Address of Issuer’s Principal Executive Offices: |
3 N. Dunlap Street Van Vleet Building Memphis, TN 38163 |
||
Item 2(a).
|
Name of Person Filing: | Marc S. Hanover | ||
Item 2(b).
|
Address of Principal Business Office or, if none, Residence: | 3 N. Dunlap Street Memphis, TN 38163 |
||
Item 2(c).
|
Organization/Citizenship: | United States of America | ||
Item 2(d).
|
Title of Class | |||
| Of Securities: | Common Stock, $0.001 par value | |||
Item 2(e).
|
CUSIP Number: | 40052B108 | ||
Item 3.
|
Inapplicable. | |||
Item 4.
|
Ownership. |
| Total Shares | ||||||||||||||||||||||||
| of | ||||||||||||||||||||||||
| Common | Sole | Shared | ||||||||||||||||||||||
| Stock | Percent | Sole | Shared | Power | Power | |||||||||||||||||||
| Beneficially | of | Voting | Voting | to | to | |||||||||||||||||||
| Person | Owned | Class(1) | Power | Power | Dispose | Dispose | ||||||||||||||||||
Marc S. Hanover |
1,565,911 | 4.3 | % | 229,152 | 1,336,759 | 229,152 | 1,336,759 | |||||||||||||||||
| (1) | Based on 36,216,263 shares of Common Stock outstanding as of December 31, 2007. |
| CUSIP NO. 40052B108 | 13G/A | Page 4 of 5 Pages |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class of
securities, check the following x.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Inapplicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Inapplicable
Item 8. Identification and Classification of Members of the Group.
Inapplicable
Item 9. Notice of Dissolution of Group.
Inapplicable
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.
| CUSIP NO. 40052B108 | 13G/A | Page 5 of 5 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.
| 2/13/2008 | ||||
| /s/ Marc S. Hanover | ||||
| Marc S. Hanover | ||||
| President and Chief Operating Officer of GTx, Inc. |