X0303 4 2009-08-31 0 0000880643 GENTA INC DE/ GETA 0001100843 WARRELL RAYMOND P JR C/O GENTA INCORPORATED 200 CONNELL DRIVE BERKELEY HEIGHTS NJ 07922 1 1 0 0 Chairman and CEO Common Stock 2009-08-31 2009-09-04 4 A 0 26474679 A 48184785 D Common Stock 12307310 I Spouse Employee Stock Option (right to buy) 800.67 2009-08-31 4 D 0 2646 D 2010-02-14 Common Stock 2646 0 D Employee Stock Option (right to buy) 800.67 2009-08-31 4 D 0 2646 D 2015-10-28 Common Stock 2646 0 D Employee Stock Option (right to buy) 800.67 2009-08-31 4 D 0 10585 D 2009-10-28 Common stock 10585 0 D Employee Stock Option (right to buy) 2390.70 2009-08-31 4 D 0 1000 D 2011-01-01 Common Stock 1000 0 D Employee Stock Option (right to buy) 4110 2009-08-31 4 D 0 1000 D 2012-01-25 Common Stock 1000 0 D Employee Stock Option (right to buy) 2358.3 2009-08-31 4 D 0 1000 D 2013-01-28 Common Stock 1000 0 D Employee Stock Option (right to buy) 2964 2009-08-31 4 D 0 3333 D 2013-05-16 Common Stock 3333 0 D Employee Stock Option (right to buy) 3096 2009-08-31 4 D 0 250 D 2014-01-04 Common Stock 250 0 D Employee Stock Option (right to buy) 486 2009-08-31 4 D 0 500 D 2015-01-28 Common Stock 500 0 D Employee Stock Option (right to buy) 615 2009-08-31 4 D 0 750 D 2016-01-23 Common Stock 750 0 D Employee Stock Option (right to buy) 648 2009-08-31 4 D 0 3334 D 2016-03-31 Common Stock 3334 0 D Employee Stock Option (right to buy) 136.89 2009-08-31 4 D 0 333 D 2017-01-12 Common Stock 333 0 D On September 4, 2009, the Issuer filed Form S-8 for the Genta Incorporated 2009 Stock Incentive Plan, registering 83,478,929 shares of Genta Incorporated Common Stock, par value $0.001. The shares underlying the restricted stock units that vested were issued to the reporting person on or after September 4, 2009, when the Form S-8 was filed. On August 31, 2009, the Issuer canceled, pursuant to the issuer's option exchange program (i) 15,877 options granted to the reporting person on 10/28/99, (ii) 1,000 options granted on 01/01/01, (iii) 1,000 options granted on 1/25/02, (iv) 1,000 options granted on 1/28/03, (v) 3,333 options granted on 5/16/03, (vi) 250 options granted on 1/05/04, (vii) 500 options granted on 1/28/05, (viii) 750 options granted on 1/23/06, (ix) 3,334 options granted on 3/31/06 and (x) 333 options granted on 1/12/07. In exchange for these cancelled options, the reporting person received 26,474,679 shares of restricted stock units pursuant to the Genta Incorporated 2009 Stock Incentive Plan. The 26,474,679 shares of restricted stock units will vest as follows: 3,971,202 shares will vest on the grant date, 11,913,605 shares will vest in thirteen equal portions on quarterly anniversaries from the grant date, so as to be fully vested on December 31, 2012, 5,294,936 shares will vest on the date the Company has received notice that Genasense(R) has been approved for marketing by US Food and Drug Administration or European Medicines Agency and 5,294,936 shares will vest on the date when the market capitalization of the Company first exceeds ten times the market capitalization value as of the initial grant date on August 31, 2009. The market capitalization of the Company on August 31, 2009 was $50,869,855.58 as determined by the Company. Pursuant to the terms of the Issuer's 1998 Stock Incentive Plan, as amended and restated, the canceled options vested in four substantially equal annual installments. See (2) above for the respective grant dates. Includes 2,077,759 shares of common stock held in the reporting person's IRA, 8,115 shares of common stock held in a joint account with the reporting person's spouse, Dr. Itri, 19,624,232 shares of common stock underlying the Senior Secured Convertible Promissory Notes due June 9, 2010 (the "Notes") and 26,474,679 shares of common stock underlying the restricted stock units acquired on 8/31/09 as set forth in Table I hereof. Includes 3,114,224 shares of common stock held in the reporting person's spouse, Dr. Itri's IRA of which the reporting person is the beneficiary, 121,096 shares of common stock issuable upon the conversion of the Notes by Dr. Itri and 9,071,990 shares of common stock underlying the restricted stock units acquired by Dr. Itri on 8/31/09. /s/ Raymond P. Warrell Jr. 2009-09-11