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^*

ROSENWALD LINDSAY A MD

(Last)

(First)

(Middle)

(Street)

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2003

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	07/09/2003		J⁽¹⁾⁽²⁾⁽³⁾		7,562,574	D	0	9,455,704	I	By Aries Select, Ltd.
Common Stock	07/09/2003		J⁽¹⁾⁽²⁾⁽³⁾		3,639,691	A	0	3,639,691	I	By Aries Master Fund II
Common Stock	07/09/2003		J⁽¹⁾⁽²⁾⁽³⁾		3,627,431	D	0	4,528,726	I	By Aries Select I, LLC
Common Stock	07/09/2003		J⁽¹⁾⁽²⁾⁽³⁾		2,496,288	A	0	2,496,288	I	By Aries Domestic Fund, LP
Common Stock	07/09/2003		J⁽¹⁾⁽²⁾⁽³⁾		809,999	D	0	1,019,774	I	By Aries Select II, LLC
Common Stock	07/09/2003		J⁽¹⁾⁽²⁾⁽³⁾		376,682	A	0	376,682	I	By Aries Domestic Find II, LP

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)

Explanation of Responses:

1. Dr. Rosenwald, M.D. is chairman and sole stockholder of Paramount Capital Asset Management, Inc. ("PCAM"). PCAM is the managing member of each of Aries Select I, LLC ("AS1") and Aries Select II, LLC ("AS2"), each a Delaware limited liability company, the general partner of each of the Aries Domestic Fund, L.P. ("ADF1") and Aries Domestic Fund II, L.P. ("ADF2"), each a Delaware limited partnership, and also serves as the investment manager of each of Aries Select, Ltd. ("Aries Select") and the Aries Master Fund II ("AMF2"), each a Cayman Island exempted company (such entities referred to above, "Aries Funds"). As a result, Dr. Rosenwald and PCAM may be deemed to beneficially own the securities of the Issuer owned by the Aries Funds under Rule 16a-1(a)(1) of the Securities Exchange Act of 1934.

2. On July 8, 2003, Aries Select effected an in-kind, pro rata dividend (the "Dividend") of 7,562,574 shares of Common Stock of the Issuer ("Shares") to its shareholders. In connection with the Dividend, AMF2, which holds 48% of Aries Select, was issued 3,639,691 Shares. Similarly, AS1 effected an in-kind, pro rata distribution of 3,627,431 Shares to its members. In connection with such in-kind transfers, ADF1, which holds 69% of the LLC interests of AS1, was issued 2,496,288 Shares. In addition, AS2 effected an in-kind, pro rata distribution of 809,999 Shares to its members. In connection with such in-kind transfers, ADF2, which holds 47% of the LLC interests of AS2, was issued 376,682 Shares. The Dividend and in-kind pro rata distribution resulted in a net reduction in the beneficial ownership of Dr. Rosenwald and PCAM of 5,487,339 Shares.

3. Following the in-kind transfers referred to above, Dr. Rosenwald may be deemed to beneficially own 26,677,472 Shares as follows10,624,982 Shares owned by Aries Select, including 1,169,278 Shares issuable upon conversion of 158,081 shares of Series A Convertible Preferred Stock; 5,096,889 Shares owned by AS1, including 568,163 Shares issuable upon conversion of 76,813 shares of Series A Convertible Preferred Stock; 1,137,419 Shares owned by AS2, including 117,645 Shares issuable upon conversion of 15,905 shares of Series A Convertible Preferred Stock; 3,639,691 Shares owned by AMF2; 2,496,288 Shares owned by ADF1; 376,682 Shares owned by ADF2; and warrants to purchase 3,305,522 Shares owned directly by Dr. Rosenwald.

	/s/ Lindsay A. Rosenwald, M.D.	07/09/2003
	** Signature of Reporting Person	Date
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