0001209191-23-052023.txt : 20231004
0001209191-23-052023.hdr.sgml : 20231004
20231004170149
ACCESSION NUMBER: 0001209191-23-052023
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231002
FILED AS OF DATE: 20231004
DATE AS OF CHANGE: 20231004
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Leavitt Chase C.
CENTRAL INDEX KEY: 0001777467
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50549
FILM NUMBER: 231308766
MAIL ADDRESS:
STREET 1: 1010 ATLANTIC AVENUE
STREET 2: SUITE 102
CITY: ALAMEDA
STATE: CA
ZIP: 94501
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Oncternal Therapeutics, Inc.
CENTRAL INDEX KEY: 0001260990
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 621715807
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 12230 EL CAMINO REAL
STREET 2: SUITE 230
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
BUSINESS PHONE: (858) 434-1113
MAIL ADDRESS:
STREET 1: 12230 EL CAMINO REAL
STREET 2: SUITE 230
CITY: SAN DIEGO
STATE: CA
ZIP: 92130
FORMER COMPANY:
FORMER CONFORMED NAME: GTX INC /DE/
DATE OF NAME CHANGE: 20030822
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-10-02
0
0001260990
Oncternal Therapeutics, Inc.
ONCT
0001777467
Leavitt Chase C.
12230 EL CAMINO REAL, SUITE 230
SAN DIEGO
CA
92130
0
1
0
0
General Counsel/Secretary
0
Stock Option
6.46
2023-10-02
4
D
0
65000
D
2031-04-29
Common Stock
65000
0
D
Stock Option
1.94
2023-10-02
4
D
0
55519
D
2032-01-20
Common Stock
55519
0
D
Stock Option
1.04
2023-10-02
4
D
0
28750
D
2032-07-28
Common Stock
28750
0
D
Stock Option
0.96
2023-10-02
4
D
0
210000
D
2033-02-21
Common Stock
210000
0
D
Stock Option
0.31
2023-10-02
4
A
0
65000
A
2031-04-29
Common Stock
65000
65000
D
Stock Option
0.31
2023-10-02
4
A
0
55519
A
2032-01-20
Common Stock
55519
55519
D
Stock Option
0.31
2023-10-02
4
A
0
28750
A
2032-07-28
Common Stock
28750
28750
D
Stock Option
0.31
2023-10-02
4
A
0
210000
A
2033-02-21
Common Stock
210000
210000
D
Stock Option
0.31
2023-10-02
4
A
0
235000
0.00
A
2033-10-02
Common Stock
235000
235000
D
25% of the shares subject to the option ("Option Shares") vested on April 12, 2022, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service.
On October 2, 2023, the Issuer repriced the option. Except as described further in footnotes 6 and 7, all other terms of the option remain unchanged.
25% of the Option Shares vested on January 20, 2023, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service.
50% of the Option Shares vested on July 3, 2023, and 50% of the Option Shares vest on January 3, 2024, subject to the recipient's continued service. All of the Option Shares vest in the event of a Change in Control (as defined in the Issuer's 2019 Incentive Award Plan).
25% of the Option Shares vest on February 21, 2024, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service.
The exercise price of the option is $0.31 per share, representing the fair market value per share of the common stock on the grant date; provided that the exercise price will be increased to the original exercise price before repricing if, prior to October 2, 2024: (i) recipient's employment or service terminates, other than due to death, disability, or circumstances giving rise to severance under the recipient's employment agreement (a "Qualifying Termination"); or (ii) the option is exercised.
The exercise price of the option is $0.31 per share, representing the fair market value per share of the common stock on the grant date; provided that the exercise price will be increased to the original exercise price before repricing if, prior to April 2, 2025: (i) recipient's employment or service terminates, other than due to a Qualifying Termination; or (ii) the option is exercised.
25% of the Option Shares vested on April 12, 2022, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service. The option may not be exercised if recipient's employment or service terminates prior to October 2, 2024 other than as a result of a Qualifying Termination. All of the Option Shares vest and become exercisable in the event of a Change in Control.
/s/Chase L. Leavitt
2023-10-04