1

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Andrew Schiff

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  o

(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

6

SHARED VOTING POWER

 

1,356,697

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,356,697

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,356,697 (See Item 4)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.2%

12

TYPE OF REPORTING PERSON

 

IN

CUSIP No.  40052B 20 7

Page 7 of 12

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:

This Schedule 13G (this “Statement”) is being filed by the following persons (collectively, the “Reporting Persons”):

(i)

Aisling Capital IV, LP, a Delaware limited partnership (“Aisling”);

(ii)

Aisling Capital Partners IV, LP, a Delaware limited partnership (“Aisling Partners”), a general partner of Aisling;

(iii)

Aisling Capital Partners IV LLC, a Delaware limited liability company (“Aisling Partners GP”), a general partner of Aisling Partners;

(iv)

Mr. Steve Elms, a managing member of Aisling Partners GP;

(v)

Mr. Andrew Schiff, a managing member of Aisling Partners GP.

(b)

Address of Principal Business Office, or if None, Residence:

The address of the principal business offices of each of the Reporting Persons is 888 Seventh Avenue, 12th Floor, New York, New York 10106.

(c)

Citizenship:

(i)        Aisling - a Delaware limited partnership

(ii)       Aisling Partners - a Delaware limited partnership

(iii)      Aisling Partners GP - a Delaware limited liability company

(iv)      Mr. Elms - United States

(v)       Mr. Schiff - United States

(d)

Title of Class of Securities:

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

(e)

CUSIP Number:

40052B 20 7

ITEM 3.

IF THIS STATEMENT IS FILED PURSUANT TO §240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

(a)

[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)

(b)

[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)

(c)

[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)

(d)

[__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

(e)

[__]  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)

(f)

[__]  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

[__]  A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

[__]  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)

[__]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

(j)

[__]  A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

[__]  Group, in accordance with §240.13d-1(b)(1)(ii)(J).

ITEM 4.

OWNERSHIP

(a)

Amount beneficially owned:

Each of the Reporting Persons may be deemed to beneficially own an aggregate of 1,356,697 shares of Common Stock, which includes 508,761 shares of Common Stock issuable upon the exercise of warrants.

(b)

Percent of class:

Based on the calculations made in accordance with Rule 13d-3(d), each of the Reporting Persons may be deemed to beneficially own approximately 6.2% of the outstanding Common Stock as of the date hereof.

 

All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on 22,050,670 shares of Common Stock outstanding as of September 29, 2017, which includes 16,058,589 shares of Common Stock outstanding as of September 25, 2017, as represented by the Issuer in the Securities Purchase Agreement filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 29, 2017 (the “Securities Purchase Agreement”), an aggregate of 5,483,320 shares of Common Stock issued pursuant to the Securities Purchase Agreement, and assumes the issuance of 508,761 shares of Common Stock issuable upon the exercise of warrants beneficially owned by the Reporting Persons.

(c)

Number of shares as to which such person has:

(i), (iii)

Sole power to vote or to direct the vote/Sole power to dispose of or to direct the disposition of:

As of the date hereof, each of Aisling, Aisling Partners and Aisling Partners GP may be deemed to have sole power to direct the voting and disposition of the 1,356,697 shares of Common Stock beneficially owned by Aisling.

(ii), (iv)

Shared power to vote or direct the vote/ Shared power to dispose of or to direct the disposition of:

By virtue of the relationships between and among the Reporting Persons as described in Item 2, each of Messrs. Elms and Schiff may be deemed to share the power to direct the voting and the disposition of the 1,356,697 shares of Common Stock beneficially owned by Aisling as of the date hereof.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not Applicable.

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.

The partners of Aisling have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Common Stock held for the account of Aisling in accordance with their ownership interests in Aisling.

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 hereby 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.