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*
Shanghai Pharmaceutical (USA) Inc.

(Last) (First) (Middle)
C/O ONCTERNAL THERAPEUTICS, INC.
12230 EL CAMINO REAL, SUITE 300

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Oncternal Therapeutics, Inc. [ ONCT ]
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)
07/21/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 07/21/2020 P 1,049,317 A $2.3825 3,544,431(1) I See footnote(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $2.32 07/21/2020 P 524,658 (3) 01/21/2026 Common Stock 524,658 $2.3825 524,658 I See footnote(2)
1. Name and Address of Reporting Person*
Shanghai Pharmaceutical (USA) Inc.

(Last) (First) (Middle)
C/O ONCTERNAL THERAPEUTICS, INC.
12230 EL CAMINO REAL, SUITE 300

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shanghai Pharmaceuticals Holding Co., Ltd.

(Last) (First) (Middle)
C/O ONCTERNAL THERAPEUTICS, INC.
12230 EL CAMINO REAL, SUITE 300

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
Explanation of Responses:
1. Includes (i) 1,049,317 shares held of record by Shanghai Pharmaceuticals (HK) Investment Limited ("SPH HK") and (ii) 2,495,114 shares held of record by Shanghai Pharmaceutical (USA) Inc. ("SPH USA").
2. The shares reported in this transaction are directly held by SPH HK. Each of SPH HK and SPH USA are wholly owned subsidiaries Shanghai Pharmaceuticals Holding Co., Ltd. ("SPH"). As a result, SPH may be deemed to be the beneficial owner of the share held by SPH HK, but disclaims beneficial ownership of all the shares held except to the extent of its pecuniary interest therein.
3. The warrants are currently exercisable into shares of the Issuer's Common Stock except to the extent that the exercise would result in the beneficial ownership of more than 19.99% of the Issuer's outstanding Common Stock.
Remarks:
SHANGHAI PHARMACEUTICAL (USA) INC., By: /s/ Shen Bo, Name: Shen Bo, Title: Authorized Signatory 07/23/2020
SHANGHAI PHARMACEUTICALS HOLDING CO., LTD., By: /s/ Shen Bo, Name: Shen Bo, Title: Authorized Signatory 07/23/2020
** 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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