UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
02
)*
GTx, Inc.
(Name of
Issuer)
Common Stock, par value $0.001
(Title of
Class of Securities)
40052B108
(CUSIP
Number)
Andrew R. McCarroll,
The Pyramid Peak Foundation
6410 Poplar Avenue, Suite 710,
Memphis,
Tennessee
38119
Phone : (901) 818-5239
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 14, 2016
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.
o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* 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).
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
The Pyramid Peak Foundation | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Tennessee | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
62,794,983 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
62,794,983 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
62,794,983 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
34.2%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
CO | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
O. Mason Hawkins | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
OO | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
United States | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
0 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
0 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
0 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
0.00%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
IN | |||||
Neither the filing of this Amendment No. 2 to Schedule 13D nor any of its contents shall be deemed to constitute an admission by Mr. O. Mason Hawkins that he is the beneficial owner of any of the common stock of GTx, Inc. referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
Item 1. | Security and Issuer |
This statement relates to shares of common stock, $0.001 par value per share (“Common Stock”), issued by GTx, Inc. (the “Issuer”) whose principal executive offices are located at 175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103. |
Item 2. | Identity and Background |
(a) | The names of the persons filing this statement are:
The Pyramid Peak Foundation, a Tennessee non-profit corporation (the “Foundation”) Mr. O. Mason Hawkins (“Mr. Hawkins”) |
(b) | The business address of the Foundation is 6410 Poplar Avenue Memphis, Suite 710, Tennessee 38119.
The business address of Mr. Hawkins is 6410 Poplar Avenue Memphis, Tennessee 38119. |
(c) | The Foundation is a non-profit corporation.
Mr. Hawkins is the Chairman and Chief Executive Officer of Southeastern Asset Management, Inc., an investment advisory firm (“SAM”). The address of the principal executive office of SAM is 6410 Poplar Avenue Memphis, Tennessee 38119. The name, principal occupation or employment and business address of each of the directors and executive officers of the Foundation is set forth on Schedule A below and is incorporated herein by reference. |
(d) | During the last five years, neither the Foundation, Mr. Hawkins nor, to the knowledge of the Foundation, any person named on Schedule A below has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
(e) | During the last five years, neither the Foundation, Mr. Hawkins nor, to the knowledge of the Foundation, any person named on Schedule A below has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
(f) | The Foundation is a Tennessee non-profit corporation. Mr. Hawkins and each of the persons identified on Schedule A are a citizens of the United States. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
On October 14, 2016, the Foundation purchased 7,716,049 shares of Common Stock for an aggregate purchase price of $6,249,999.69 pursuant to the terms of a subscription agreement with the Issuer dated October 11, 2016. No part of the purchase price was borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the shares of Common Stock. |
Item 4. |
Purpose
of Transaction
|
The Foundation acquired the shares of Common Stock for investment purposes. The Foundation does not have any plans or proposals which relate to or would result in: |
(a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
(b) | An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
(c) | A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; |
(d) | Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
(e) | Any material change in the present capitalization or dividend policy of the Issuer; |
(f) | Any other material change in the Issuer’s business or corporate structure; |
(g) | Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
(h) | Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association |
(i) | A class of equity securities or the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"; or |
(j) | Any action similar to any of those enumerated above |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | As of October 14, 2016, the Foundation beneficially owned, for purposes of Rule 13d-3 under the Exchange Act, an aggregate of 62,794,983 shares of the Common Stock, constituting approximately 34.2% of the shares of Common Stock outstanding. The approximate percentage of shares of Common Stock beneficially owned by the Foundation is based on 159,199,764, shares of Common Stock outstanding as of October 14, 2016, as reported by the Issuer, and assumes the exercise of warrants to purchase 24,545,455 shares of Common Stock held by the Foundation (the "Warrants").
This statement is being filed by Mr. Hawkins in the event he could be deemed to be a controlling person of the Foundation as a result of his status as the sole member of the Foundation. The existence of such control is expressly disclaimed. Mr. Hawkins does not own directly or indirectly any securities covered by this statement for his own account. As permitted by Rule 13d-4, the filing of this statement shall not be construed as an admission that Mr. Hawkins is the beneficial owner of any of the securities covered by this statement. |
(b) | Common Stock beneficially owned.
i. The Foundation has the sole power to vote or to direct the vote and sole power to dispose or direct the disposition of 62,794,983 shares of Common Stock, which includes 24,545,455 shares of Common Stock issuable upon exercise of the Warrants. ii. The Foundation does not share the power to vote or to direct the vote or the power to dispose of any shares of Common Stock beneficially owned by the Issuer with any person. |
(c) | Other than the acquisition of shares covered by this Statement, the Foundation has not purchased or sold any securities of the Issuer during the past 60 days. |
| Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
(d) | Not applicable. |
(e) | Not applicable. |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
Not applicable. |
Item 7. |
Material
to Be Filed as Exhibits
|
Exhibit 99.1 - Form of Subscription Agreement(1).
(1) Filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on October 12, 2016 and incorporated herein by reference. |
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.
THE PYRAMID PEAK FOUNDATION | |||
October 17, 2016 | By: |
/s/
Andrew R. McCarroll | |
Secretary | |||
October 17, 2016 | By: |
/s/
O. Mason Hawkins | |
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer or
general partner of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Footnotes: JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13D with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of October 17, 2016.
THE PYRAMID PEAK FOUNDATION
By: /s/ Andrew R. McCarroll
Name: Andrew R. McCarroll
Title: Secretary
/s/ O. Mason Hawkins
Name: O. Mason Hawkins
SCHEDULE A
Directors and Executive Officers of the Foundation
The business address of each director and executive officer of the Foundation is 6410 Poplar Avenue, Suite 710, Memphis, Tennessee 38119.
James R. Boyd
Title: Executive Director and Member of Board of Directors of Foundation.
Principal Occupation or Employment: Executive Director of Foundation
Lee Harper
Title: Member of Board of Directors of Foundation.
Principal Occupation or Employment: Head of Client Portfolio Management of Southeastern Asset Management, Inc.
O. Mason Hawkins
Title: Sole Member, Member of Board of Directors of Foundation.
Principal Occupation or Employment: Chairman and Chief Executive Officer of Southeastern Asset Management, Inc.
Andrew R. McCarroll
Title: Secretary, Member of Board of Directors of Foundation.
Principal Occupation or Employment: General Counsel of Southeastern Asset Management, Inc.
Melissa R. Russell
Title: Chief Financial Officer and Treasurer of Foundation.
Principal Occupation or Employment: Chief Financial Officer and Treasurer of Foundation
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13D with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of October 17, 2016.
THE PYRAMID PEAK FOUNDATION
By: /s/ Andrew R. McCarroll
Name: Andrew R. McCarroll
Title: Secretary
/s/ O. Mason Hawkins
Name: O. Mason Hawkins
SCHEDULE A
Directors and Executive Officers of the Foundation
The business address of each director and executive officer of the Foundation is 6410 Poplar Avenue, Suite 710, Memphis, Tennessee 38119.
James R. Boyd
Title: Executive Director and Member of Board of Directors of Foundation.
Principal Occupation or Employment: Executive Director of Foundation
Lee Harper
Title: Member of Board of Directors of Foundation.
Principal Occupation or Employment: Head of Client Portfolio Management of Southeastern Asset Management, Inc.
O. Mason Hawkins
Title: Sole Member, Member of Board of Directors of Foundation.
Principal Occupation or Employment: Chairman and Chief Executive Officer of Southeastern Asset Management, Inc.
Andrew R. McCarroll
Title: Secretary, Member of Board of Directors of Foundation.
Principal Occupation or Employment: General Counsel of Southeastern Asset Management, Inc.
Melissa R. Russell
Title: Chief Financial Officer and Treasurer of Foundation.
Principal Occupation or Employment: Chief Financial Officer and Treasurer of Foundation
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)