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^*

WARRELL RAYMOND P JR

(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/ [ GNTA ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2009

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	07/15/2009		C		2,075,000	A	$0.1	5,450,568⁽¹⁾	D
Common Stock	07/15/2009		C		3,112,500	A	$0.1	5,450,568⁽²⁾	I	By Spouse's IRA

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)
15% Senior Secured Convertible Promissory Note -June 9, 2010	$0.1	07/15/2009		C			$207,500	10/07/2008	06/09/2010	Common Stock	2,075,000	$0	$2,110,664	D
15% Senior Secured Convertible Promissory Note-June 9, 2010	$0.1	07/15/2009		C			$311,250	10/07/2008	06/09/2010	Common Stock	3,112,500	$0	$1,903,164	I	By Spouse's IRA

Explanation of Responses:

1. Includes 2,077,759 shares of common stock held in Dr. Warrell's IRA, 8,115 shares of common stock held in a joint account with Dr. Warrell's wife, Dr. Itri, and 22,021 shares of common stock issuable upon exercise of currently exercisable stock options. Also includes 3,340,949 shares of common stock issuable upon the conversion of Senior Secured Convertible promissory Notes due June 9,2010. Dr. Warrell indirectly owns 1,724 shares held in Dr. Itri's IRA of which Dr. Warrell is the beneficiary.

2. In addition to the securities included in footnote 1, this figure includes 3,112,500 shares of common stock held in Dr. Itri's IRA. As a result of Dr. Itri's conversion, only 228,448 shares of common stock are issuable upon the conversion of Senior Secured Convertible Promissory Notes due June 9,2010 by Dr. Warrell.

Remarks:

The subject of this Form 4 declaration - the conversion of convertible Notes into shares of Genta common stock - was made pursuant to an agreement signed by Drs. Warrell and Itri on July 6, 2009, which provided for conversion of a portion of their outstanding Notes up to an ownership limitation of 4.999%. No indication regarding an intention to dispose of shares converted in thsis transaction at any particualr time or time(s) should be inferred from this conversion.

	Raymond P. Warrell, Jr. M.D.	07/17/2009
	** 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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