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)
PARAMOUNT CAPITAL ASSET MANGEMENT, INC.
787 SEVENTH AVENUE, 48TH FLOOR

(Street)
NEW YORK NY 10019

(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)
08/10/2003
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 09/10/2003 P 5,000 A $15.68 21,478,286(1)(2) D
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
1. Name and Address of Reporting Person*
ROSENWALD LINDSAY A MD

(Last) (First) (Middle)
PARAMOUNT CAPITAL ASSET MANGEMENT, INC.
787 SEVENTH AVENUE, 48TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARIES FINANCIAL SERVICES INC

(Last) (First) (Middle)
787 SEVENTH AVENUE
48TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARIES SELECT LTD

(Last) (First) (Middle)
PARAMOUNT CAPITAL ASSET MGMT
787 7TH AVE 48TH FL

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARIES SELECT I LLC

(Last) (First) (Middle)
PARAMOUNT CAPITAL ASSET MGMT
787 7TH AVE 48TH FL

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARIES DOMESTIC FUND L P

(Last) (First) (Middle)
C/O PARAMOUNT CAPITAL ASSET MANAGEMENT
787 SEVENTH AVE, 48TH FLOOR

(Street)
NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARIES TRUST

(Last) (First) (Middle)
375 PARK AVENUE

(Street)
NEW YORK NY 10152

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Dr. Rosenwald is chairman and sole stockholder of Paramount Capital Asset Management, Inc. ("PCAM"). PCAM is the managing member of Aries Select I, LLC ("AS1") and Aries Select II, LLC ("AS2"), each a Delaware LLC, the general partner of the Aries Domestic Fund, L.P. ("ADF1") and Aries Domestic Fund II, L.P. ("ADF2"), each a Delaware limited partnership, and the investment manager of Aries Select, Ltd. ("Aries Select") and the Aries Master Fund II ("AMF2"), each a Cayman Island exempted company (such entities referred to above, the "Aries Funds"). 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. Each of Dr. Rosenwald and PCAM disclaim beneficial ownership of the securities held by the Aries Funds under Rule 16a-1(a)(2), except to the extent of its pecuniary interest therein, if a ny.
2. Following the purchases described in Table 1, Dr. Rosenwald may be deemed to beneficially own 26,638,572 shares of Common Stock ("Shares") as follows: 10,624,982 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; 3,588,178 Shares owned by AMF2; 2,496,288 Shares owned by ADF1; 374,295 Shares owned by ADF2; 10,000 Shares and warrants to purchase 3,305,522 Shares owned directly by Dr. Rosenwald.
Remarks:
Lindsay A. Rosenwald, M.D. Chairman Paramount Capital Asset Management,Inc
/s/ Lindsay A. Rosenwald, M.D. 09/10/2003
** 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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