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^*

ITRI LORETTTA M

(Last)

(First)

(Middle)

C/O GENTA INCORPORATED

200 CONNELL DRIVE

(Street)

BERKELEY HEIGHTS

07922

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GENTA INC DE/ [ GETA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres and Chief Medical Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2009

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	08/31/2009⁽¹⁾	09/04/2009⁽¹⁾	A		9,071,990⁽³⁾	A	⁽²⁾	12,315,425⁽⁵⁾	D
Common Stock								48,176,670⁽⁶⁾	I	Spouse

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)
Employee stock option (right to buy)	$1,719	08/31/2009		D			1,000	⁽⁴⁾	03/28/2011	Common Stock	1,000	⁽²⁾	0	D
Employee Stock Option (right to bu)	$4,110	08/31/2009		D			133	⁽⁴⁾	01/25/2012	Common Stock	133	⁽²⁾	0	D
Employee Stock Option (right to buy)	$2,358.3	08/31/2009		D			100	⁽⁴⁾	01/28/2013	Common Stock	100	⁽²⁾	0	D
Employee Stock Option (right to buy)	$3,585	08/31/2009		D			1,000	⁽⁴⁾	08/05/2013	Common Stock	1,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$3,096	08/31/2009		D			167	⁽⁴⁾	01/04/2014	Common Stock	167	⁽²⁾	0	D
Employee Stock Option (right to buy)	$486	08/31/2009		D			100	⁽⁴⁾	01/07/2015	Common Stock	100	⁽²⁾	0	D
Employee Stock Option (right to buy)	$615	08/31/2009		D			166	⁽⁴⁾	01/23/2016	Common Stock	166	⁽²⁾	0	D
Employee Stock Option (right to buy)	$477	08/31/2009		D			1,667	⁽⁴⁾	07/27/2016	Common Stock	1,667	⁽²⁾	0	D
Employee Stock Option (right to buy)	$136.89	08/31/2009		D			167	⁽⁴⁾	01/12/2017	Common Stock	167	⁽²⁾	0	D

Explanation of Responses:

1. On September 4, 2009, the Issuer filed Form S-8 for the Genta Incorporated 2009 Stock Incentive Plan, registering 83,478,929 shares of Genta Incorporated Common Stock par value $0.001. The shares underlying the restricted stock units that vested were issued to the reporting person on or after September 4, 2009, when the Form S-8 was filed.

2. On August 31, 2009, the Issuer cancelled, pursuant to the issuer's option exchange program, (i) 1,000 options granted to the reporting person on 3/28/01, (ii) 133 options granted to the reporting person on 1/25/02, (iii) 100 options granted on 1/28/03, (iv) 1,000 options granted on 8/5/03, (v) 167 options granted on 1/5/04, (vi) 100 options granted on 1/7/05,(vii) 166 options granted on 1/23/06, (viii) 1,667 options granted on 7/27/06 and (ix) 170 options granted on 1/12/07. In exchange for these cancelled options, the reporting person received 9,071,990 shares of restricted stock units pursuant to the Issuer's 2009 Stock Incentive Plan.

3. These restricted stock units will vest as follows: 453,600 shares vest on the grant date, 1,360,798 shares vest in thirteen equal portions on quarterly anniversaries from the grant date, so as to be fully vested on December 31, 2012, 3,628,796 shares vest on the date Genasense(R) has been approved for marketing by the US Food and Drug Administration and 3,628,796 shares will vest on the date that Genasense(R) has been approved for marketing by the European Medicines Agency.

4. Pursuant to the terms of the Genta Incorporated 1998 Stock Incentive Plan, as amended and restated, the canceled options vested in four substantially equal annual installments. See (2) for the respective grant dates.

5. Includes 3,114,224 shares of common stock held in the reporting person's IRA, 8,115 shares of common stock held in a joint account with the reporting person's spouse, Dr. Warrell, 121,096 shares of common stock issuable upon conversion of the Senior Secured convertible Promissory Notes due June 9, 2010 (the "Notes") and 9,071,990 shares of common stock underlying the restricted stock units acquired on 8/31/09 as set forth on Table I hereof.

6. Includes 2,077,759 shares of common stock held in the reporting person's spouse, Dr. Warrell's IRA, of which the reporting person is the beneficiary, 19,624,232 shares of common stock issuable upon the conversion of the Notes by Dr. Warrell and 26,474,679 shares of common stock underlying the restricted stock units acquired by Dr. Warrell on 8/31/09.

Remarks:

	/s/ Loretta M. Itri	09/11/2009
	** 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).
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