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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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)

40052B 207

(CUSIP Number)

October 14, 2016

 (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)

☒

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 the securities, and for any subsequent amendment containing information which would alter the disclosure 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).

 

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CUSIP No. 40052B 207

1	NAMES OF REPORTING PERSONS.
	Formanek Investment Trust
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0 shares
		6	SHARED VOTING POWER
			824,387 shares (1)
		7	SOLE DISPOSITIVE POWER
			0 shares
		8	SHARED DISPOSITIVE POWER
			824,387 shares (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	824,387 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.06 % (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	OO

 

(1)  Includes 454,396 shares of GTx, Inc. common stock, par value $0.001 per share (the “Common Stock”), owned by the Formanek Investment Trust (the “Trust”).  Also includes 369,990.601 shares of Common Stock issuable upon the exercise of warrants (the “Warrants”), which the Trust purchased in November 2014 and which are deemed to be beneficially owned by the Trust pursuant to Rule 13d-3(d)(1) of the Securities and Exchange Act of 1934, as amended.  Peter R. Formanek, Jonathan P. Formanek and Walter Rotchild are trustees of the Trust and share voting and dispositive power with respect to shares of the Common Stock and Warrants owned by the Trust.

(2)  Based on 15,919,976 shares of Common Stock outstanding as of November 4, 2016, which gives effect to a one-for-ten reverse stock split of Common Stock, and assumes the exercise of the Warrants.

 

CUSIP No. 40052B 207

 

1	NAMES OF REPORTING PERSONS.
	Peter R. Formanek
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(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
			8,964 shares (1)
		6	SHARED VOTING POWER
			842,713 shares (2)
		7	SOLE DISPOSITIVE POWER
			8,964 shares (1)
		8	SHARED DISPOSITIVE POWER
			842,713 shares  (2)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	851,677 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.23 %  (3)
12	TYPE OF REPORTING PERSON (See Instructions)
	IN

 

(1)  Includes 8,964 shares of Common Stock owned by various trusts of which Peter R. Formanek is the sole trustee.

(2)  Includes 454,396 shares of Common Stock held by the Trust and 369,990.601 shares of Common Stock issuable upon the exercise of the Warrants owned by the Trust.  Peter R. Formanek is a co-trustee of the Trust and shares voting and dispositive power with respect to the Common Stock and Warrants owned by the Trust.  Also includes 18,326 shares of Common Stock owned by various trusts or accounts of which Peter R. Formanek is a co-trustee or over which he shares investment authority.

(3)  Based on 15,919,976 shares of Common Stock outstanding as of November 4, 2016, which gives effect to a one-for-ten reverse stock split of Common Stock, and assumes the exercise of the Warrants.

 

CUSIP No. 40052B 207

 

1	NAMES OF REPORTING PERSONS.
	Jonathan P. Formanek
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(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
			0 shares
		6	SHARED VOTING POWER
			824,387 shares (1)
		7	SOLE DISPOSITIVE POWER
			0 shares
		8	SHARED DISPOSITIVE POWER
			824,387 shares  (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	824,387 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.06%  (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	IN

 

(1)  Includes 454,396 shares of Common Stock held by the Trust and 369,990.601 shares of Common Stock issuable upon the exercise of the Warrants owned by the Trust.  Jonathan P. Formanek is a co-trustee of the Trust and shares voting and dispositive power with respect to the Common Stock and Warrants owned by the Trust.

(2)  Based on 15,919,976 shares of Common Stock outstanding as of November 4, 2016, which gives effect to a one-for-ten reverse stock split of Common Stock, and assumes the exercise of the Warrants.

 

CUSIP No. 40052B 207

1	NAMES OF REPORTING PERSONS.
	Walter Rotchild
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a)☐
	(b)☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Tennessee
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0 shares
		6	SHARED VOTING POWER
			837,049 shares  (1)
		7	SOLE DISPOSITIVE POWER
			0 shares
		8	SHARED DISPOSITIVE POWER
			837,049 shares  (1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	837,049 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.14%  (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	IN

(1)  Includes 454,396 shares of Common Stock held by the Trust and 369,990.601 shares of Common Stock issuable upon the exercise of the Warrants owned by the Trust.  Walter Rotchild is a co-trustee of the Trust and shares voting and dispositive power with respect to the Common Stock and Warrants owned by the Trust.  Also includes 12,662 shares of Common Stock owned by a foundation of which Walter Rotchild shares investment authority.

(2)  Based on 15,919,976 shares of Common Stock outstanding as of November 4, 2016, which gives effect to a one-for-ten reverse stock split of Common Stock, and assumes the exercise of the Warrants.

 

This Amendment No. 3 to Schedule 13G (this “Amendment”) amends the reporting person’s previously filed Schedule 13G, which was filed on December 1, 2016 (the “Prior Amendment”).  Due to an inadvertent technical error, the Prior Amendment, when filed, included certain data that was extracted from the reporting person’s previously filed Schedule 13G, which was filed on February 8, 2016.  This Amendment corrects such erroneous data.  Since the filing of the Prior Amendment, GTx, Inc. filed a Certificate of Amendment of its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-ten reverse stock split of its outstanding common stock, and to effect a reduction in the number of authorized shares of common stock from 400,000,000 shares to 60,000,000 shares (the “Reverse Stock Split”). This information in this Amendment replaces and supersedes the information in the Prior Amendment and gives effect to the Reverse Stock Split.  Additionally, this Amendment reports the acquisition of 12,338 shares by the Formanek Investment Trust and 12,662 shares by a foundation of which Peter R. Formanek and Walter Rotchild share investment authority.  Each of these acquisitions occurred after the effectiveness of the Reverse Stock Split.

Item 1.

(a)

Name of Issuer

GTx, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices

175 Toyota Plaza, 7th Floor

Memphis, Tennessee 38103

Item 2.

(a)

Name of Person Filing

Formanek Investment Trust (the “Trust”)

Peter R. Formanek (“Mr. P. Formanek”)

Jonathan R. Formanek (“Mr. J. Formanek”)

Walter Rotchild (“Mr. Rotchild”)

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of the Trust is:

Formanek Investment Trust

6075 Poplar Avenue

Suite 726

Memphis, Tennessee 38119

The address of the principal business office of Mr. P. Formanek is:

Peter R. Formanek

c/o Formanek Investment Trust

6075 Poplar Avenue

Suite 726

Memphis, Tennessee 38119

The address of the principal business office of Mr. J. Formanek is:

Jonathan P. Formanek

c/o Formanek Investment Trust

6075 Poplar Avenue

Suite 726

Memphis, Tennessee 38119

 

The address of the principal business office of Mr. Rotchild is:

Walter Rotchild

c/o Formanek Investment Trust

6075 Poplar Avenue

Suite 726

Memphis, Tennessee 38119

(c)

Citizenship

The Trust is a trust governed under the laws of the State of Texas.

Messrs. P. Formanek, J. Formanek and Rotchild are citizens of the United States.

(d)

Title of Class of Securities

Common Stock, par value $0.001 (the “Common Stock”)

(e)

CUSIP Number

40052B 207

Item 3.

Not applicable.

Item 4.  Ownership.

(a)

Amount beneficially owned:

Trust:  824,387

Mr. P. Formanek:  851,677

Mr. J. Formanek:  824,387

Mr. Rotchild:  837,049

(b)

Percent of class:

Trust:  5.06%

Mr. P. Formanek: 5.23%

Mr. J. Formanek:  5.06%

Mr. Rotchild:  5.14%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

Trust:  0

Mr. P. Formanek:  8,964

Mr. J. Formanek:  0

Mr. Rotchild:  0

 

(ii)

Shared power to vote or to direct the vote:

Trust:  824,387

Mr. P. Formanek:  842,713

Mr. J. Formanek:  824,387

Mr. Rotchild:  837,049

(iii)

Sole power to dispose or to direct the disposition of:

Trust:  0

Mr. P. Formanek:  8,964

Mr. J. Formanek:  0

Mr. Rotchild:  0

(iv)

Shared power to dispose or to direct the disposition of:

Trust:  824,387

Mr. P. Formanek:  842,713

Mr. J. Formanek:  824,387

Mr. Rotchild:  837,049

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 five percent of the class of securities, check the following:  ☐

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.

Certifications.

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.

 

SIGNATURES

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.

 

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 13G with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this Agreement as of date written below.

 

 

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