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^*

Hoffman Michael B

(Last)

(First)

(Middle)

712 FIFTH AVENUE, 51ST FLOOR

(Street)

NEW YORK

10019

(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	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)

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⁽¹⁾	644,660	I	By The Michael and Jane Hoffman 2013 Descendants Trust⁽¹⁾

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 B Convertible Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	99,350	⁽²⁾	I	By The Michael and Jane Hoffman 2013 Descendants Trust⁽¹⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	140,449	⁽³⁾	I	By The Michael and Jane Hoffman 2013 Descendants Trust⁽¹⁾
Series D Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	355,528	⁽⁴⁾	I	By The Michael and Jane Hoffman 2013 Descendants Trust⁽¹⁾
Series E Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	634,625	⁽⁵⁾	I	By The Michael and Jane Hoffman 2013 Descendants Trust⁽¹⁾
Series F Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	111,227	⁽⁶⁾	I	By The Michael and Jane Hoffman 2013 Descendants Trust⁽¹⁾
Series F Convertible Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	109,653	⁽⁶⁾	I	By The Michael and Jane Hoffman 2013 Descendants Trust (Non-GST Exempt Trust)⁽¹⁾
Series G Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	229,825	⁽⁷⁾	I	By The Michael and Jane Hoffman 2013 Descendants Trust⁽¹⁾
Series H Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	301,290	⁽⁸⁾	I	By The Michael and Jane Hoffman 2013 Descendants Trust⁽¹⁾
Series I Convertible Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	1,635,514	⁽⁹⁾	I	By The Michael and Jane Hoffman 2013 Descendants Trust⁽¹⁾
Stock Option (right to purchase)	03/31/2009	04/01/2016	Common Stock	18,754	$2.67	D
Stock Option (right to purchase)	10/04/2007	10/04/2017	Common Stock	56,264	$6	D
Stock Option (right to purchase)	03/17/2010	03/17/2020	Common Stock	52,513	$5.76	D
Stock Option (right to purchase)	04/18/2011	04/18/2021	Common Stock	18,754	$6.13	D
Stock Option (right to purchase)	12/05/2011	12/05/2021	Common Stock	18,754	$6.13	D
Stock Option (right to purchase)	01/01/2013	01/02/2023	Common Stock	37,509	$13.28	D

Explanation of Responses:

1. These shares are held in a trust for the benefit of the reporting person's descendents. The reporting person's spouse is a trustee of the trust.

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.

	/s/ Ajay Bansal, as attorney in fact	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.