SEC Filing | Oncternal Therapeutics, Inc.

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SEC FORM 3 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^*

Shackelford Jason T

(Last)

(First)

(Middle)

175 TOYOTA PLAZA

7TH FLOOR

(Street)

MEMPHIS

38103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/20/2013

3. Issuer Name and Ticker or Trading Symbol
GTX INC /DE/ [ GTXI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Principal Accounting Officer

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	50,000⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Nonstatutory Stock Option (Right to Buy)	⁽²⁾	07/23/2017	Common Stock	15,000	15.59	D
Nonstatutory Stock Option (Right to Buy)	⁽²⁾	12/31/2017	Common Stock	10,000	14.35	D
Nonstatutory Stock Option (Right to Buy)	⁽³⁾	12/31/2018	Common Stock	15,000	16.84	D
Nonstatutory Stock Option (Right to Buy)	⁽⁴⁾	12/31/2019	Common Stock	25,000	4.2	D
Nonstatutory Stock Option (Right to Buy)	⁽⁵⁾	12/31/2020	Common Stock	21,000	2.65	D
Nonstatutory Stock Option (Right to Buy)	⁽⁶⁾	12/31/2021	Common Stock	25,000	3.36	D
Nonstatutory Stock Option (Right to Buy)	⁽⁷⁾	12/31/2022	Common Stock	32,000	4.2	D
Nonstatutory Stock Option (Right to Buy)	⁽⁸⁾	09/30/2023	Common Stock	50,000	1.88	D

Explanation of Responses:

1. Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of GTx common stock upon the vesting of the unit. The restricted stock units will vest in full on the earlier to occur of (i) June 1, 2014, (ii) an involuntary termination of the reporting person's continuous service other than for cause and (iii) a change in control of GTx.

2. This option is fully vested and exercisable.

3. One-fifth of the shares subject to the option became vested and exercisable on each of January 1, 2010, January 1, 2011, January 1, 2012 and January 1, 2013, with the remaining shares subject to the option becoming vested and exercisable on January 1, 2014, subject to continuous service.

4. One-fifth of the shares subject to the option became vested and exercisable on each of January 1, 2011, January 1, 2012 and January 1, 2013, with the remaining shares subject to the option becoming vested and exercisable as to one-fifth of the shares subject to the option on each of January 1, 2014 and January 1, 2015, subject to continuous service; provided, however, that if the reporting person's service continues through the earlier to occur of (i) the end of business on May 31, 2014, and (ii) an involuntary termination of employment by GTx (excluding a termination for cause or a voluntary resignation) (the "Determination Date"), then, as of the Determination Date, an additional number of shares subject to such option will immediately vest as if the reporting person's service had continued through January 1, 2015.

5. One-fifth of the shares subject to the option became vested and exercisable on each of January 1, 2012 and January 1, 2013, with the remaining shares subject to the option becoming vested and exercisable as to one-fifth of the shares subject to the option on each of January 1, 2014, January 1, 2015 and January 1, 2016, subject to continuous service; provided, however, that if the reporting person's service continues through the applicable Determination Date, then, as of such Determination Date, an additional number of shares subject to such option will immediately vest as if the reporting person's service had continued through January 1, 2015.

6. One-fifth of the shares subject to the option became vested and exercisable on January 1, 2013, with the remaining shares subject to the option becoming vested and exercisable as to one-fifth of the shares subject to the option on each of January 1, 2014, January 1, 2015, January 1, 2016 and January 1, 2017, subject to continuous service; provided, however, that if the reporting person's service continues through the applicable Determination Date, then, as of such Determination Date, an additional number of shares subject to such option will immediately vest as if the reporting person's service had continued through January 1, 2015.

7. One-fifth of the shares subject to the option become vested and exercisable on each of January 1, 2014, January 1, 2015, January 1, 2016, January 1, 2017 and January 1, 2018, subject to continuous service; provided, however, that if the reporting person's service continues through the applicable Determination Date, then, as of such Determination Date, an additional number of shares subject to such option will immediately vest as if the reporting person's service had continued through January 1, 2015.

8. The option vests and is exercisable in full on the earlier to occur of (i) June 1, 2014, (ii) an involuntary termination of the reporting person's continuous service other than for cause and (iii) specified change in control transactions involving GTx.

	/s/ Henry P. Doggrell, by Power of Attorney	12/30/2013
	** 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).
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.