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*
HYDE JOSEPH R III
(Last) (First) (Middle)
175 TOYOTA PLAZA
7TH FLOOR
(Street)
MEMPHIS TN 38103
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GTX INC /DE/ [ GTXI ] 		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)
01/01/2013
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 0(1) I By 2009-4 GRAT
Common Stock 0(2) I By 2009-5 GRAT
Common Stock 0(3) I By Pittco Associates, L.P.
Common Stock 01/01/2013 A 3,898.81 A $4.2 9,132,860.51(4)(5) D
Common Stock 1,000,000 I By 2012-2 GRAT
Common Stock 216,462 I By Spouse
Common Stock 448,486 I By 2010-1 GRAT
Common Stock 89,696 I By 2010-2 GRAT
Common Stock 1,126,128 I By 2011-1 GRAT
Common Stock 1,000,000 I By 2012-1 GRAT
Common Stock 410,325 I By Trust
Common Stock 410,324 I By Trust
Common Stock 410,324 I By Trust
Common Stock 144,645 I By Trust
Common Stock 114,350 I By Trust
Common Stock 145,352 I By Pittco Associates II, L. P.(6)
Common Stock 3,915,716 I By Pittco Investments, L. P.(6)
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
Explanation of Responses:
1. Excludes annuity distribution of 66,604 shares from the 2009-4 Grantor Retained Annuity Trust to the reporting person on December 18, 2012 and represents a change in form of beneficial ownership.
2. Excludes annuity distribution of 13,320 shares from the 2009-5 Grantor Retained Annuity Trust to the reporting person on December 18, 2012 and represents a change in form of beneficial ownership.
3. Transferred 91,628 shares previously owned indirectly by Pittco Associates, L. P. to the reporting person on December 18, 2012 and represents a change in form of beneficial ownership.
4. Includes annuity distribution of 66,604 shares from the 2009-4 Grantor Retained Annuity Trust on December 18, 2012, includes annuity distribution of 13,320 shares from the 2009-5 Grantor Retained Annuity Trust on December 18, 2012 and includes 91,628 shares previously held by Pittco Associates, L. P. on December 18, 2012 to the reporting person and represents a change in beneficial ownership.
5. Excludes 1,000,000 shares previously owned directly by the reporting person which were contributed to the 2012-2 grantor retained annuity trust on December 18, 2012 and are now owned indirectly.
6. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in his report shall not be deemed an admission of beneficial ownership of the reported shares for the purposes of Section 16 or any other purpose.
Remarks:
/s/ Henry P. Doggrell, by Power of Attorney 01/03/2013
** 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 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.