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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. )*
GTx, Inc.
Common Stock, $0.001 par value
40052B108
December 31, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
o Rule 13d-1 (c)
þ 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 securities, and for any subsequent amendment containing information
which would alter the disclosures 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 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).
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 control number.
| 13G | ||||||
| CUSIP No. 40052B108 | Page 2 of 5 | |||||
| 1. | Name of Reporting Person: Marc S. Hanover |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: United States of America |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting
Power: 416,543 | |||||
| 6. | Shared Voting Power: 1,511,843 | |||||
| 7. | Sole Dispositive Power: 416,543 | |||||
| 8. | Shared Dispositive Power: 1,511,843 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
1,928,386 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 7.8% | |||||
| 12. | Type of Reporting Person: IN | |||||
CUSIP NO. 40052B108
13G
Page 3 of 5 Pages
Item 1(a).
|
Name of Issuer: | GTx, Inc. | ||
Item 1(b).
|
Address of Issuer’s | 3 N. Dunlap Street | ||
| Principal Executive | Van Vleet Building | |||
| Offices: | Memphis, TN 38163 | |||
Item 2(a).
|
Name of Person Filing: | Marc S. Hanover | ||
Item 2(b).
|
Address of Principal | 3 N. Dunlap Street | ||
| Business Office or, if none, Residence: | Memphis, TN 38163 | |||
Item 2(c).
|
Organization/Citizenship: | United States of America | ||
| Title of Class | ||||
Item 2(d).
|
Of Securities: | Common Stock, $0.001 par value | ||
Item 2(e).
|
CUSIP Number: | 40052B108 | ||
Item 3.
|
Inapplicable. | |||
Item 4.
|
Ownership. |
| Total Shares | ||||||||||||||||||||||||
| of | ||||||||||||||||||||||||
| Common | Sole | Shared | ||||||||||||||||||||||
| Stock | Percent | Sole | Shared | Power | Power | |||||||||||||||||||
| Beneficially | of | Voting | Voting | to | to | |||||||||||||||||||
| Person | Owned | Class(1) | Power | Power | Dispose | Dispose | ||||||||||||||||||
Marc S. Hanover |
1,928,386 | 7.8 | % | 416,543 | 1,511,843 | 416,543 | 1,511,843 | |||||||||||||||||
| (1) | Based on 24,664,716 shares of Common Stock outstanding as of February 28, 2005. |
CUSIP NO. 40052B108
13G
Page 4 of 5 Pages
Item 5.
|
Ownership of Five Percent or Less of a Class. | |
| Inapplicable | ||
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person. | |
| Inapplicable | ||
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. | |
| Inapplicable | ||
Item 8.
|
Identification and Classification of Members of the Group. | |
| Inapplicable | ||
Item 9.
|
Notice of Dissolution of Group. | |
| Inapplicable | ||
Item 10.
|
Certification. | |
| 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. |
CUSIP NO. 40052B108
13G
Page 5 of 5 Pages
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.
| 4-8-05 | ||
| Date | ||
| /s/ Marc Hanover | ||
| (Signature) | ||
| Marc S. Hanover | ||
| President and Chief Operating Officer of GTx, Inc. |