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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G/A
Under the Securities Exchange Act
of 1934
(Amendment No. 1)*
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 (“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).
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.
CUSIP
No. |
40052B108 |
Page | 2 |
of | 5 |
| 1 | NAMES OF REPORTING PERSONS: |
||||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
| Mitchell S. Steiner, M.D., F.A.C.S. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS): |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY: | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION: | ||||
| United States of America | |||||
| 5 | SOLE VOTING POWER: | ||||
| NUMBER OF | 26,500 | ||||
| SHARES | 6 | SHARED VOTING POWER: | |||
| BENEFICIALLY | |||||
| OWNED BY | 5,535,647 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER: | |||
| REPORTING | |||||
| PERSON | 26,500 | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
| 5,535,647 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
| 5,562,147 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): | ||||
| 17.9% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): | ||||
| IN | |||||
CUSIP No. |
40052B108 |
Page | 3 |
of | 5 |
Item 1(a).
|
Name of Issuer: | GTx, Inc. | ||
Item 1(b).
|
Address of Issuer’s Principal Executive Offices: |
3 N. Dunlap Street Van Vleet Building Memphis, TN 38163 |
||
Item 2(a).
|
Name of Person Filing: | Mitchell S. Steiner, M.D., F.A.C.S. | ||
Item 2(b).
|
Address of Principal Business Office or, if none, Residence: |
3 N. Dunlap Street Memphis, TN 38163 |
||
Item 2(c).
|
Organization/Citizenship: | United States of America | ||
Item 2(d).
|
Title of Class 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 | ||||||||||||||||||
Mitchell S.
Steiner, M.D.,
F.A.C.S. |
5,562,147 | 17.9 | % | 26,500 | 5,535,647 | 26,500 | 5,535,647 | |||||||||||||||||
| (1) | Based on 30,992,552 shares of Common Stock outstanding as of November 4, 2005. |
CUSIP No. |
40052B108 |
Page | 4 |
of | 5 |
| 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 |
Page | 5 |
of | 5 |
| 1/19/2006 | ||
| Date | ||
| /s/ Mitchell S. Steiner, M.D., F.A.C.S. | ||
| (Signature) | ||
| Mitchell S. Steiner, M.D., F.A.C.S. Chief Executive Officer and Vice Chairman of the Board of Directors of GTx, Inc. |