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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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X
 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*
Baxter Healthcare SA
(Last) (First) (Middle)
THURGAUERSTRASSE 130
(Street)
GLATTPARK (OPFIKON) V8 8152
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Onconova Therapeutics, Inc. [ ONTX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/06/2015 J(1) 2,603,295 D (1) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. In preparation for the anticipated spin-off by Baxter International Inc. ("Baxter") of Baxalta Incorporated ("Baxalta"), the reported securities were transferred from Baxter Healthcare SA, an indirectly wholly-owned subsidiary of Baxter to its affiliate Baxalta GmbH, which is also an indirect wholly-owned subsidiary of Baxter. In preparation for the anticipated spin-off, Baxter and Baxalta are engaging in a series of reorganization transactions, including the transfer of reported shares, which are anticipated to result in Baxalta GmbH becoming an indirect wholly-owned subsidiary of Baxalta.
Remarks:
/s/ David P. Scharf, on behalf of Baxter Healthcare SA 05/08/2015
** 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.
                            LIMITED POWER OF ATTORNEY

        Know all by these presents, that Baxter Healthcare SA, a company
organized and existing under the laws of Switzerland, having a principal place
of business at Thurgauerstrasse 130, Glattpark (Opfikon) 8152 Switzerland,
herewith grants power to David P. Scharf and Dawn M. Maloney, each to sign with
single signature on behalf of Baxter Healthcare SA, to:

        (1)     prepare, execute on behalf of Baxter Healthcare SA, 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 Baxter Healthcare SA
        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 Baxter Healthcare SA, 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 Baxter
        Healthcare SA 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, Baxter
        Healthcare SA, it being understood that the documents executed by such
        attorney-in-fact on behalf of Baxter Healthcare SA 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.

        Baxter Healthcare SA 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. Baxter
Healthcare SA acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of Baxter Healthcare SA, are not assuming any of
Baxter Healthcare SA'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 the
earlier of (i) the date on which Baxter Healthcare SA is no longer required to
file Schedules 13D and 13G, and Forms 3, 4, 5 and 144 with respect to the
securities held by Baxter Healthcare SA, or (ii) December 31, 2015, in either
case unless earlier revoked by Baxter Healthcare SA.

Signed for and on behalf of Baxter Healthcare SA

By: /s/ Tony Fitzpatrick                By: /s/ Yvo Aebli
    ---------------------------------       -----------------------------------
Name: Tony Fitzpatrick                  Name: Yvo Aebli
Title: Vice President Operations EMEA   Title: Finance Director