SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* SCHULER JACK W (Last) (First) (Middle) 28161 N. KEITH DRIVE (Street) LAKE FOREST IL 60045 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/30/2009	3. Issuer Name and Ticker or Trading Symbol GTX INC /DE/ [ GTXI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,886,590	D
Common Stock	21,500(1)	I	By wife
Common Stock	777,267(2)	I	By charitable foundation

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Put Option (obligation to buy)	08/14/2009	11/20/2009	Common Stock	10,000	7.5	D
Put Option (obligation to buy)	08/14/2009	11/20/2009	Common Stock	2,500	7.5	D
Put Option (obligation to buy)	08/14/2009	11/20/2009	Common Stock	12,500	7.5	D
Put Option (obligation to buy)	10/26/2009	11/20/2009	Common Stock	5,000	10	D
Put Option (obligation to buy)	10/26/2009	11/20/2009	Common Stock	25,000	10	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

2. The charitable foundation is a tax-exempt IRC ??501(c)(3) foundation. The reporting person has no pecuniary interest in, and need not report, any change in the number of securities held by the foundation.

	/s/ Jack W. Schuler	03/16/2011
	** 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 5 (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).
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