X0306 4 2019-06-07 0 0001260990 GTX INC /DE/ ONCT 0001244823 BREITMEYER JAMES B C/O ONCTERNAL THERAPEUTICS, INC. 12230 EL CAMINO REAL, SUITE 300 SAN DIEGO CA 92130 1 1 0 0 President, CEO Common Stock 2019-06-07 4 A 0 255591 A 255591 D Common Stock 2019-06-07 4 A 0 733 A 733 I By child. Common Stock 2019-06-07 4 A 0 21544 A 21544 I By family trust. Stock Options 0.68 2019-06-07 4 A 0 117417 A 2025-08-30 Common Stock 117417 117417 D Stock Options 0.68 2019-06-07 4 A 0 1467 A 2027-04-12 Common Stock 1467 1467 I By spouse. Warrants 6.13 2019-06-07 4 A 0 733 A 2022-09-12 Common Stock 733 733 I By family trust. Pursuant to the Agreement and Plan of Merger dated as of April 30, 2019 (the "Merger Agreement"), by and among Oncternal Therapeutics, Inc. ("Old Oncternal"), GTx, Inc. ("GTx") and certain of their subsidiaries, on June 7, 2019 (the "Effective Time"), GTx was merged with and into Old Oncternal, with GTx surviving as the continuing entity. At the Effective Time, each share of Old Oncternal common stock issued and outstanding immediately prior to such time was converted into the right to receive 0.073386 shares of the Issuer's common stock. On the trading day immediately prior to the effective time, the closing price of the Issuer's common stock was $1.20 per share. The option is currently vested with respect to 110,079 shares. The remaining shares subject to the option will vest in three equal monthly installments beginning on June 30, 2019. The option is currently vested with respect to 826 shares. The remaining shares subject to the option will vest in equal monthly installments until February 1, 2021. The warrants are currently exercisable. /s/ Hazel M. Aker, Attorney-in-fact 2019-06-11