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
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| C/O ORACLE ASSOCIATES, LLC |
| 200 GREENWICH AVENUE, 3RD FLOOR |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
02/02/2004
|
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)
|
Form filed by One Reporting Person |
| X |
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)
|
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 |
| Series C Preferred Stock |
|
|
Common Stock |
1,762,770 |
|
I |
See Footnote
|
| Series D Preferred Stock |
|
|
Common Stock |
726,813 |
|
I |
See Footnote
|
| Series E Preferred Stock |
|
|
Common Stock |
145,510 |
|
I |
See Footnote
|
1. Name and Address of Reporting Person*
| C/O ORACLE ASSOCIATES, LLC |
| 200 GREENWICH AVENUE, 3RD FLOOR |
(Street)
|
1. Name and Address of Reporting Person*
| C/O ORACLE ASSOCIATES, LLC |
| 200 GREENWICH AVENUE, 3RD FLOOR |
(Street)
|
| Explanation of Responses: |
|
|
|
|
|
/s/ Larry N. Feinberg |
02/02/2004 |
|
ORACLE INVESTMENT MANAGEMENT, INC. by /s/ Larry N. Feinberg, President |
02/02/2004 |
|
** 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. |
Exhibit 99.1
Explanation of Responses
(1) These shares of preferred stock are immediately exercisable and have no
expiration date.
(2) The shares of Series C 8% Cumulative Redeemable Convertible Preferred Stock
("Series C Preferred Stock") to which this note relates are held directly
by Oracle Investment Management, Inc. (the "Investment Manager"). Mr. Larry
N. Feinberg ("Mr. Feinberg") is the sole shareholder and president of the
Investment Manager. The Series C Preferred Stock is convertible into Common
Stock at the rate of 8.5 shares of Common Stock for each share of Series C
Preferred Stock. In addition, upon such conversion any accrued but unpaid
dividends on such Series C Preferred Stock would be paid to the holder
thereof in such number of shares of Common Stock as if (i) such dividends
were used to purchase Series C Preferred Stock at a valuation of $57.658
per share and (ii) such purchased shares of Series C Preferred Stock were
then converted into Common Stock at the 8.5 to 1 ratio.
(3) The shares of Series D 8% Cumulative Redeemable Convertible Preferred Stock
("Series D Preferred Stock") and Series E 8% Cumulative Redeemable
Convertible Preferred Stock ("Series E Preferred Stock") to which this note
relates are held directly by Oracle Partners, L.P. ("Oracle Partners") and
Oracle Institutional Partners, L.P. ("Oracle Institutional"). Mr. Feinberg
is the senior managing member of Oracle Associates, LLC, the general
partner of Oracle Partners and Oracle Institutional (the "General
Partner"). The Series D Preferred Stock is convertible into Common Stock at
the rate of 8.61249051 shares of Common Stock for each share of Series D
Preferred Stock. In addition, upon such conversion any accrued but unpaid
dividends on such Series D Preferred Stock would be paid to the holder
thereof in such number of shares of Common Stock as if (i) such dividends
were used to purchase Series D Preferred Stock at a valuation of $66.762
per share and (ii) such purchased shares of Series D Preferred Stock were
then converted into Common Stock at the 8.61249051 to 1 ratio. The Series E
Preferred Stock is convertible into Common Stock at the rate of 8.5 shares
of Common Stock for each share of Series E Preferred Stock. In addition,
upon such conversion any accrued but unpaid dividends on such Series E
Preferred Stock would be paid to the holder thereof in such number of
shares of Common Stock as if (i) such dividends were used to purchase
Series E Preferred Stock at a valuation of $60.692 per share and (ii) such
purchased shares of Series E Preferred Stock were then converted into
Common Stock at the 8.5 to 1 ratio.
(4) As indicated above, Mr. Feinberg is sole shareholder and president of the
Investment Manager and is the senior managing member of the general partner
of Oracle Partners and Oracle Institutional. In accordance with instruction
5(b)(iv), the entire number of shares of Common Stock that may be deemed to
be beneficially owned by the Investment Manager, Oracle Partners and Oracle
Institutional is reported herein. Mr. Feinberg disclaims any beneficial
ownership of the securities held by Oracle Partners and Oracle
Institutional for purposes of Section 16 of the Securities Exchange Act of
1934, except to the extent of Mr. Feinberg's pecuniary interest.
Exhibit 99.2
Attachment to Form 3 in accordance with instruction 5(b)(v).
FORM 3 JOINT FILER INFORMATION
Name and Address: Oracle Investment Management, Inc.
200 Greenwich Avenue, 3rd Floor
Greenwich, CT 06830
Date of Event Requiring Statement: 2/2/04
Issuer and Ticker Symbol: GTx, Inc. ("GTXI")
Relationship to Issuer: 10% Owner
Designated Filer: Larry N. Feinberg
Title of Derivative Security: Series C 8% Cumulative Redeemable
Convertible Preferred Stock
Date Exercisable: Immed.
Title of Underlying Securities: Common Stock
Number of Shares: 1,762,770
Conversion or Exercise Price: See note (2) of Form 3
Ownership Form: D
Signature: See Form 3
