SEC Filing | Onconova Therapeutics

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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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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^*

Hoffman Michael B

(Last)

(First)

(Middle)

712 FIFTH AVENUE, 36TH FLOOR

(Street)

NEW YORK

10019

(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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/26/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/29/2016		X		528,845	A	$4.1⁽¹⁾	980,673	I	By the Michael and Jane Hoffman 2013 Descendents Trust⁽³⁾
Common Stock								8,453	I	By the Michael and Jane Hoffman 2013 Descendants Trust (Non-GST Exempt Trust)⁽³⁾
Common Stock								1,876	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription Rights (right to buy)	$4.1	07/26/2016		X			528,845	07/08/2016	07/26/2016	See footnote⁽¹⁾	528,845	$0	0	I	By the Michael and Jane Hoffman 2013 Descendents Trust⁽³⁾
Warrants (right to buy)	$4.92	07/29/2016		X		396,633		07/29/2016	07/27/2021	Common Stock⁽²⁾	396,633	⁽¹⁾	396,633	I	By the Michael and Jane Hoffman 2013 Descendents Trust⁽³⁾

Explanation of Responses:

1. The common stock and the warrants reported on this Form 4 were acquired pursuant to the exercise of subscription rights previously distributed by the Issuer to all holders of the Issuer's common stock. Each holder received 1.5 subscription rights per share of stock owned, and each right allowed the recipient to purchase one unit, consisting of one share of common stock and 0.75 of a warrant to purchase one share of common stock. The subscription price per unit was $4.10. Holders of the subscription rights, including the Reporting Person, also had an overallotment privilege to subscribe for additional units not purchased by other holders, subject to allocation. The allocation of the overallotment privilege to persons who hold their securities through a broker was completed on August 1, 2016.

2. Each warrant entitles the holder to purchase one share of the Company's common stock at an exercise price of $4.92 from the date of issuance through July 27, 2021.

3. These shares are held for the benefit of the reporting person's descendants. The reporting person's spouse is a trustee of the trust.

Remarks:

Exhibit 24 - Power-of-Attorney attached.

	/s/ Mark Guerin as attorney-in-fact	08/10/2016
	** 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 24


LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes,
constitutes and appoints Ramesh Kumar, Ph.D. and Mark Guerin as
the undersigned's true and lawful attorney-in-fact, with full power
and authority as hereinafter described on behalf of and in the name,
place and stead of the undersigned to:

  (1)  prepare, execute, acknowledge, deliver and file Forms 3, 4,
and 5 (as applicable, including any amendments thereto) with respect
to the securities of Onconova Therapeutics, Inc., a Delaware
corporation (the "Company"), with the United States Securities
and Exchange Commission, any national securities exchanges and
the Company, as considered necessary or advisable under Section
16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to
time (the "Exchange Act");

  (2)  seek or obtain, as the undersigned's representative and
on the undersigned's behalf, information on transactions in the
Company's securities from any third party, including but not
limited to brokers, employee benefit plan administrators and
trustees, and the undersigned hereby authorizes any such third
party to release any such information to the undersigned and approves
and ratifies any such release of information to the undersigned; and

  (3)  perform any and all other acts which in the discretion
of such attorney-in-fact are necessary or desirable for and on behalf
of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

  (1)  this Limited Power of Attorney authorizes, but does not
require, such attorney-in-fact to act in his discretion on
information provided to such attorney-in-fact without independent
verification of such information;

  (2)  any documents prepared and/or executed by such
attorney-in-fact on behalf of the undersigned pursuant to this
Limited Power of Attorney will be in such form and will contain
such information and disclosure as such attorney-in-fact,
in his discretion, deems necessary or desirable;

  (3)  neither the Company nor such attorney-in-fact assumes (i) any
 liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the
undersigned for any failure to comply with such requirements, or
(iii) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act; and

  (4)  this Limited Power of Attorney does not relieve the undersigned
from responsibility for compliance with the undersigned's obligations
under the Exchange Act, including without limitation the reporting
requirements under Section 16 of the Exchange Act.

  The undersigned hereby gives and grants the foregoing attorney-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the
undersigned might or could do if present, hereby ratifying all that
such attorney-in-fact of, for and on behalf of the undersigned, shall
lawfully do or cause to be done by virtue of this Limited Power of
Attorney.

  This Limited Power of Attorney shall remain in full force and effect
until revoked by the undersigned in a signed writing delivered to such
 attorney-in-fact.

  IN WITNESS WHEREOF, the undersigned has caused this Limited Power
of Attorney to be executed as of this 25th day of July, 2016.



Signature: /S/ Michael Hoffman
           _____________________________


Print Name: Michael Hoffman
            _____________________________