SEC Filing | Onconova Therapeutics

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SEC FORM 3 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^*

Kumar Ramesh

(Last)

(First)

(Middle)

C/O ONCONOVA THERAPEUTICS, INC.

375 PHEASANT RUN

(Street)

NEWTOWN

18940

(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)

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

5. 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 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)
Common Stock	92,911	D
Common Stock	150,037	I	By the Ramesh Kumar 2012 Trust⁽¹²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,667	⁽¹⁾	D
Series B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	20,645	⁽²⁾	D
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	983	⁽³⁾	D
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	2,209	⁽⁴⁾	D
Series E Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,084	⁽⁵⁾	D
Series F Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	500	⁽⁶⁾	D
Series G Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	765	⁽⁷⁾	D
Series H Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	500	⁽⁸⁾	D
Series I Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	100	⁽⁹⁾	D
Stock Option (right to purchase)	12/31/2005	01/01/2016	Common Stock	5,256	2.67	D
Stock Option (right to purchase)	03/31/2011	04/01/2017	Common Stock	105,026	6	D
Stock Option (right to purchase)	03/17/2010	03/17/2020	Common Stock	18,754	5.76	D
Stock Option (right to purchase)	⁽¹⁰⁾	03/17/2020	Common Stock	75,018	5.76	D
Stock Option (right to purchase)	12/10/2010	12/10/2020	Common Stock	52,513	6.13	D
Stock Option (right to purchase)	12/05/2011	12/05/2021	Common Stock	10,335	6.13	D
Stock Option (right to purchase)	12/18/2012	12/19/2022	Common Stock	93,773	13.28	D
Stock Option (right to purchase)	⁽¹¹⁾	12/19/2022	Common Stock	93,773	13.28	D

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 0.80-for-1 basis and has no expiration date.

2. 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 0.85-for-1 basis and has no expiration date.

3. 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.

4. 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.

5. 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.

6. 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 0.77-for-1 basis and has no expiration date.

7. 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

8. 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.

9. 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.

10. This option, representing a right to purchase a total of 75,018 shares of Common Stock, is immediately exercisable and vests over 4 years from March 17, 2010, with 25% vesting on March 17, 2011 and 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date.

11. This option, representing a right to purchase a total of 93,773 shares of Common Stock, is immediately exercisable and vests over 4 years from December 18, 2012, with 25% vesting on December 18, 2013 and 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date

12. The reporting person is the trustee of the trust.

	/s/ Ramesh Kumar	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.
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 FOR SECTION 16 REPORTING OBLIGATIONS

Know all by these presents, that the undersigned hereby makes,
constitutes and appoints Ramesh Kumar, Ph.D. and Ajay Bansal 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 22nd day of July, 2013.

/s/ Ramesh Kumar, Ph.D.
______________________________
Name: Ramesh Kumar, Ph.D.