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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GENTA INC DE/ [ GNTA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/15/2009 | C | 3,112,500 | A | $0.1 | 5,450,568(1) | D | |||
Common Stock | 07/15/2009 | C | 2,075,000 | 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) | |||||||||||||||
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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 | ||||||||
15% Senior Secured Convertible Promissory Note | $0.1 | 07/15/2009 | C | $311,250 | 10/07/2008 | 06/09/2010 | Common Stock | 3,112,500 | $0 | $2,214,413 | D | ||||
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 | $1,903,163 | I | By Spouse's IRA |
Explanation of Responses: |
1. Includes 8,115 shares of common stock held in a joint account with Dr. Warrell, 3,114,224 shares held in Dr. Itri's IRA, and 2,113 shares of common sotck issuable upon exercise of currently exercisable stock options. Dr. Itri indirectly owns 2,759 shares of common stock held in Dr. Warrell's IRA of which Dr. Itri is the beneficiary. Also includes 116,718 shares of common stock issuable upon the conversion of Senior Secured Convertible Promissory Notes due June 9, 2010 (the Notes) and 2,206,639 shares of common stock issuable upon the conversion by Dr. Warrell of Notes. |
2. In addition to the securities included in footnote 1, this figure includes 2,075,000 shares of common stock that are held in Dr. Warrell's IRA. As a result of Dr. Warrell's conversion, only 131,638 shares of common stock are issuable upon 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. Itri and Warrell 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 this transaction at any particular time or time(s) should be inferred from this conversion. |
Loretta M. Itri | 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). | ||
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. |