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

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1. Name and Address of Reporting Person* Baxter Healthcare SA (Last) (First) (Middle) THURGAUERSTRASSE 130 (Street) GLATTPARK (OPFIKON) V8 8152 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/24/2013	3. Issuer Name and Ticker or Trading Symbol Onconova Therapeutics, Inc. [ ONTX ]
		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 J Convertible Preferred Stock	(1)	(1)	Common Stock	3,030,303	(1)	D(2)

1. Name and Address of Reporting Person* Baxter Healthcare SA (Last) (First) (Middle) THURGAUERSTRASSE 130 (Street) GLATTPARK (OPFIKON) V8 8152 (City) (State) (Zip)

1. Name and Address of Reporting Person* BAXTER INTERNATIONAL INC (Last) (First) (Middle) ONE BAXTER PARKWAY, DF2-1W (Street) DEERFIELD IL 60015 (City) (State) (Zip)

Explanation of Responses:

1. The convertible preferred stock is convertible at any time, at the holder's election, and is automatically convertible immediately prior to the consummation of the Issuer's initial public offering on a 0.75-for-1 basis and has no expiration date.

2. The reported securities are owned directly by Baxter Healthcare SA, which is an indirect wholly-owned subsidiary of Baxter International Inc. Baxter International Inc. is an indirect beneficial owner of the reported securities.

	Stephanie A. Shinn, on behalf of Baxter Healthcare SA	07/24/2013
	Stephanie A. Shinn, on behalf of Baxter International Inc.	07/24/2013
	** 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.
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LIMITED POWER OF ATTORNEY

Know all by these presents, that Baxter Healthcare SA, a company organized
and existing under the laws of Switzerland ("BHSA"), having a principal
place of business at Thurgauerstrasse 130, Glattpark (Opfikon) 8152
Switzerland, herewith grants power to Stephanie A. Shinn and Stephanie
D. Miller, each to sign with single signature on behalf of BHSA, to:

    (1)  prepare, execute on behalf of BHSA, and submit to the U.S.
Securities and Exchange Commission (the "SEC") a Form ID, including
amendments thereto, and any other documents necessary or appropriate to
obtain codes and passwords enabling BHSA to make electronic filings with
the SEC of reports required by Section 13 and Section 16(a) of the
Securities Exchange Act of 1934 (the "Exchange Act") or any rule or
regulation of the SEC;

    (2)  execute for and on behalf of BHSA, in its capacity as a
stockholder of any company registered with the SEC, any required (i)
Schedules 13D and 13G in accordance with Section 13 of the Exchange Act
and the rules thereunder, (ii) Forms 3, 4 and 5 in accordance with Section
16(a) of the Exchange Act and the rules thereunder, and (iii) Form 144
under Rule 144 of the Securities Act of 1933;

    (3)  do and perform any and all acts for and on behalf of BHSA which
may be necessary or desirable to complete and execute any such Schedule
13D or 13G, Form 3, 4, 5, or 144 and complete and execute any amendment
or amendments thereto, and timely file any such form with the SEC and any
 stock exchange or similar authority; and

    (4)  take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, BHSA, it
being understood that the documents executed by such attorney-in-fact on
behalf of BHSA pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.

    BHSA hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the
rights and powers herein granted, hereby ratifying and confirming all
that such attorney-in-fact shall lawfully do or cause or have caused to
be done by virtue of this power of attorney and the rights and powers
herein granted.  BHSA acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of BHSA, are not assuming any
of BHSA's responsibilities to comply with Section 13 and 16 of the
Securities Exchange Act of 1934 and Rule 144 of the Securities Act of 1933.

    This Power of Attorney shall remain in full force and effect until
BHSA is no longer required to file Schedules 13D and 13G, and Forms 3, 4,
5 and 144 with respect to the securities held by BHSA, unless earlier
revoked by BHSA.

Signed for and on behalf of BHSA


By: _/s/ Piero Novello______________________
Name: Piero Novello
Title: Commercial Director
Date: Emerging Markets EMEA
Place: Optikon, July 22, 2013


By: _/s/ Rebecca Binggeli____________________
Name: Rebecca Binggeli
Title: Director EMEA Taxes & Sr. Tax Counsel
Date: July 22, 2013
Place: