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^*

Baxalta GmbH

(Last)

(First)

(Middle)

THURGAUERSTRASSE 130

(Street)

GLATTPARK (OPFIKON)

8152

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/06/2015

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)
Common Stock	2,603,295	D⁽¹⁾⁽²⁾

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)

1. Name and Address of Reporting Person^*

Baxalta GmbH

(Last)

(First)

(Middle)

THURGAUERSTRASSE 130

(Street)

GLATTPARK (OPFIKON)

8152

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Baxalta Inc

(Last)

(First)

(Middle)

ONE BAXTER PARKWAY, DF2-1W

(Street)

DEERFIELD

60015

(City)

(State)

(Zip)

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.

2. The reported securities are beneficially owned by Baxalta GmbH and may be deemed to be or become indirectly beneficially owned by Baxalta as a result of the reorganization transactions in preparation for the anticipated spin-off.

Remarks:

	/s/ Stephanie D. Miller, on behalf of Baxalta GmbH	05/08/2015
	/s/ Stephanie D. Miller, on behalf of Baxalta Incorporated	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 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

        Know all by these presents, that Baxalta GmbH, 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 Stephanie D. Miller to sign with single signature on behalf of Baxalta
GmbH, to:

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

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

Signed for and on behalf of Baxalta GmbH


By: /s/ Rebecca Binggeli                 By: /s/ Yvo Aebli
   -----------------------------------      ------------------------------------
Name: Rebecca Binggeli                   Name: Yvo Aebli
Title: Director of EMEA and APAC Tax;    Title: Finance Director
Senior Tax Counsel                       Date: April 20, 2015
Date: April 20, 2015                     Place: Opfikon
Place: Opfikon