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*
MARINO JAMES J

(Last) (First) (Middle)
C/O ONCONOVA THERAPEUTICS
375 PHEASANT RUN

(Street)
NEWTOWN PA 18940

(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 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/25/2019
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 09/25/2019 P 7,260 A $1.6 16,942 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
Warrant (right to purchase) $1.01(1) 09/25/2019 H(3) 5,000 02/12/2018 (2) Series A Convertible Preferred Stock 5,000 (3) 0 D
Warrant (right to purchase) $0.1067 09/25/2019 P(3) 5,000 09/25/2019 12/31/2022 Series A Convertible Preferred Stock 5,000 (3) 5,000 D
Warrant (right to purchase) $0.425(4) 09/25/2019 H(6) 1,472.5 05/01/2018 (5) Series B Convertible Preferred Stock 1,472.5 (6) 0 D
Warrant (right to purchase) $0.1067 09/25/2019 P(6) 1,472.5 09/25/2019 12/31/2022 Series B Convertible Preferred Stock 1,472.5 (6) 1,472.5 D
Explanation of Responses:
1. These warrants were acquired in a public offering, by Onconova Therapeutics, Inc. (the Company), of units which included one share of common stock and one warrant. The public offering price for each unit was $1.01.
2. The warrants were exercisable immediately at an exercise price of $1.01 per 0.1 share of Series A Convertible Preferred Stock and would expire on the later of (i) the one-year anniversary of the date on which theCompany publicly announces through the filing of a Current Report on Form 8-K that a Charter Amendment, increasing the number of available common shares, has been filed with the Secretary of State of the State of Delaware and (ii) the earlier of (A) the one-month anniversary of the date on which the Company publically releases certain topline results of the INSPIRE Pivotal phase 3 trial that compare the overall survival (OS) of patients in the rigosertib group vs the Physician's Choice group, in all patients and in a subgroup of patients with IPSS-R very high risk and (B) December 31, 2019.
3. In connection with a purchase of the Company's common stock on September 25, 2019 the terms of a warrant to purchase Series A preferred stock, previously purchased on February 12, 2018, were amended as follows: (1) the exercise price of the warrant to purchase one share of common stock on an as-exercised and as-converted basis was reduced from $1.01 per 0.1 share of Series A Preferred Stock to $0.10667 per 0.1 share of Series A Preferred Stock which, on an as-converted basis, equals $1.60 per share of common stock, and (2) the expiration date of the warrant was extended to December 31, 2022. The price for amending Series A Preferred Stock Warrants was $0.125 per share (on an as-converted basis per share of common stock).
4. These warrants were acquired in a public offering, by the Company, of units which included one share of common stock and one warrant. The public offering price for each unit was $0.425.
5. The warrants were exercisable immediately at an exercise price of $0.425 per 0.025 share of Series B Convertible Preferred Stock and would expire on the 18-month anniversary of the date on which the Company publicly announced through the filing of a Current Report on Form 8-K that a Charter Amendment, increasing the number of available common shares, has been filed with the Secretary of State of the State of Delaware.
6. In connection with a purchase of the Company's common stock on September 25, 2019 the terms of a warrant to purchase Series B preferred stock, previously purchased on May 1,2018, were amended as follows: (1) the exercise price of the warrant to purchase one share of common stock on an as-exercised and as-converted basis was reduced from $0.425 per 0.025 share of Series B Preferred Stock to $0.10667 per 0.025 share of Series B Preferred Stock which, on an as-converted basis, equals $1.60 per share of common stock, and (2) the expiration date of the warrant was extended to December 31, 2022. The price for amending Series B Preferred Stock Warrants was $0.125 per share (on an as-converted basis per share of common stock).
/s/ Mark Guerin as attorney-in-fact 09/26/2019
** Signature of Reporting Person Date
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