SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
| C/O ORACLE ASSOCIATES, LLC |
| 200 GREENWICH AVENUE, 3RD FLOOR |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GTX INC /DE/
[ GTXI ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
08/16/2004
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
08/16/2004 |
|
S |
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345,000 |
D |
$8.5
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2,292,360 |
I |
See footnote
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| C/O ORACLE ASSOCIATES, LLC |
| 200 GREENWICH AVENUE, 3RD FLOOR |
(Street)
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1. Name and Address of Reporting Person*
| 200 GREENWICH AVENUE, 3RD FLOOR |
|
(Street)
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| Explanation of Responses: |
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|
/s/ Larry N. Feinberg |
08/17/2004 |
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** 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
4
(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 Common Stock, par value $0.001 per share, of the issuer
("Common Stock") are held directly by Oracle Investment Management, Inc.
(the "Investment Manager"), Oracle Partners, L.P. ("Oracle Partners") and
Oracle Institutional Partners, L.P. ("Oracle Institutional"). Mr. Larry N.
Feinberg ("Mr. Feinberg") is the sole shareholder and president of the
Investment Manager and is the senior managing member of Oracle Associates,
LLC, the general partner of Oracle Partners and Oracle Institutional (the
"General Partner"). In accordance with instruction 4(b)(iv), the entire
number of shares of Common Stock that may be deemed to be beneficially
owned by Mr. Feinberg by virtue of his position with the Investment Manager
and the General Partner 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
FORM 4 JOINT FILER INFORMATION
(Attachment to Form 4 in accordance with instruction 4(b)(v))
Check this box if no longer subject to Section 16: [ X ]
Name and Address: Oracle Investment Management, Inc.
200 Greenwich Avenue, 3rd Floor
Greenwich, CT 06830
Issuer and Ticker Symbol: GTx, Inc. [GTXI]
Date of Earliest Transaction: 8/16/04
Relationship to Issuer: 10% Owner
Designated Filer: Larry N. Feinberg
TABLE I INFORMATION
Title of Security: Common Stock
Transaction Date: 8/16/04
Transaction Code: S
Securities Disposed: 345,000
Acquired or Disposed: D
Amount Beneficially Owned after Transaction: 2,292,360
Ownership Form: D
Signature: ORACLE INVESTMENT MANAGEMENT, INC.
By: /s/ Larry N. Feinberg
------------------------------
Name: Larry N. Feinberg
Title: President
