SC 13G/A 1 sc13ga307422gtx_02142018.htm AMENDMENT NO. 3 TO THE SCHEDULE 13G

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 3)1

 

GTx, Inc.

 (Name of Issuer)

Common Stock, $0.001 par value per share

 (Title of Class of Securities)

40052B 20 7

 (CUSIP Number)

December 31, 2017

 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

   ☐  Rule 13d-1(b)

   ☒  Rule 13d-1(c)

   ☐  Rule 13d-1(d)

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 40052B 20 7

 

  1   NAME OF REPORTING PERSON  
         
        Biotechnology Value Fund, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         1,029,241 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          1,029,241 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,029,241 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        4.7% (1)  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

(1) Includes 514,614 shares of Common Stock currently issuable upon the exercise of certain Warrants (defined below) held by BVF.

 

2

CUSIP No. 40052B 20 7

  1   NAME OF REPORTING PERSON  
         
        Biotechnology Value Fund II, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         540,904 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          540,904 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        540,904 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        2.5% (1)  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

(1) Includes 266,667 Shares of Common Stock currently issuable upon the exercise of certain Warrants (defined below) held by BVF 2.

 

3

CUSIP No. 40052B 20 7

 

  1   NAME OF REPORTING PERSON  
         
        Biotechnology Value Trading Fund OS LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Cayman Islands  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         65,774  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          65,774  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        65,774  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1%  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

4

CUSIP No. 40052B 20 7

 

  1   NAME OF REPORTING PERSON  
         
        BVF Partners OS Ltd.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Cayman Islands  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         65,774  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          65,774  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        65,774  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1%  
  12   TYPE OF REPORTING PERSON  
         
        CO  

  

5

CUSIP No. 40052B 20 7

 

  1   NAME OF REPORTING PERSON  
         
        BVF Partners L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         2,218,514 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          2,218,514 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,218,514 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        9.8% (1)  
  12   TYPE OF REPORTING PERSON  
         
        PN, IA  

 

(1) Includes 1,111,081 shares of Common Stock currently issuable upon the exercise of certain Warrants (defined below) held by BVF, BVF2, and the Partners Managed Accounts (defined below).

 

6

CUSIP No. 40052B 20 7

 

  1   NAME OF REPORTING PERSON  
         
        BVF Inc.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         2,218,514 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          2,218,514 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,218,514 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        9.8% (1)  
  12   TYPE OF REPORTING PERSON  
         
        CO  

 

(1) Includes 1,111,081 shares of Common Stock currently issuable upon the exercise of certain Warrants (defined below) held by BVF, BVF2, and the Partners Managed Accounts (defined below).

 

7

CUSIP No. 40052B 20 7

 

  1   NAME OF REPORTING PERSON  
         
        Mark N. Lampert  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        United States  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         0 shares  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         2,218,514 (1)  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          0 shares  
    8   SHARED DISPOSITIVE POWER  
           
          2,218,514 (1)  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,218,514 (1)  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        9.8% (1)  
  12   TYPE OF REPORTING PERSON  
         
        IN  

 

(1) Includes 1,111,081 shares of Common Stock currently issuable upon the exercise of certain Warrants (defined below) held by BVF, BVF2, and the Partners Managed Accounts (defined below).

 

8

CUSIP No. 40052B 20 7

 

Item 1(a).Name of Issuer:

 

GTx, Inc., a Delaware corporation (the “Issuer”).

 

Item 1(b).Address of Issuer's Principal Executive Offices:

 

175 Toyota Plaza, 7th Floor

Memphis, Tennessee 38103

 

Item 2(a).Name of Person Filing
Item 2(b).Address of Principal Business Office or, if None, Residence
Item 2(c).Citizenship

 

Biotechnology Value Fund, L.P. (“BVF”)

1 Sansome Street, 30th Floor

San Francisco, California 94104

Citizenship: Delaware

 

Biotechnology Value Fund II, L.P. (“BVF2”)

1 Sansome Street, 30th Floor

San Francisco, California 94104

Citizenship: Delaware

 

Biotechnology Value Trading Fund OS LP (“Trading Fund OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

 

BVF Partners OS Ltd. (“Partners OS”)

PO Box 309 Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Citizenship: Cayman Islands

 

BVF Partners L.P. (“Partners”)

1 Sansome Street, 30th Floor

San Francisco, California 94104

Citizenship: Delaware

 

BVF Inc.

1 Sansome Street, 30th Floor

San Francisco, California 94104

Citizenship: Delaware

 

Mark N. Lampert (“Mr. Lampert”)

1 Sansome Street, 30th Floor

San Francisco, California 94104

Citizenship: United States

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

9

CUSIP No. 40052B 20 7

 

Item 2(d).Title of Class of Securities:

 

Common Stock, par value $0.001 per share (the “Common Stock”)

 

Item 2(e).CUSIP Number:

 

40052B 20 7

 

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

  /x/ Not applicable.
     
(a) / / Broker or dealer registered under Section 15 of the Exchange Act.
     
(b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
     
(c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.
     
(d) / / Investment company registered under Section 8 of the Investment Company Act.
     
(e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
     
(f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
     
(g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
     
(h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
     
(i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
     
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J).  
     
(k) / / Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.Ownership

 

(a)Amount beneficially owned:

 

As of the close of business on December 31, 2017, the Reporting Persons held warrants exercisable for an aggregate of 1,111,081 shares of Common Stock (the “Warrants”). The Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), more than 9.99% of the number of shares of Common Stock then issued and outstanding. In providing beneficial ownership described herein, the Reporting Persons have assumed that 514,614 Warrants held by BVF, 266,667 Warrants held by BVF2 and 329,800 Warrants held by the Partners Managed Accounts (defined below) would be exercised to acquire 1,111,081 shares of Common Stock underlying the Warrants.

 

10

CUSIP No. 40052B 20 7

 

As of the close of business on December 31, 2017 (i) BVF beneficially owned 1,029,241 shares of Common Stock, including 514,614 shares of Common Stock issuable upon the exercise of Warrants held by it, (ii) BVF2 beneficially owned 540,904 shares of Common Stock, including 266,667 shares of Common Stock issuable upon the exercise of Warrants and (iii) Trading Fund OS beneficially owned 65,774 shares of Common Stock.

 

Partners OS as the general partner of Trading Fund OS may be deemed to beneficially own the 65,774 shares of Common Stock beneficially owned by Trading Fund OS.

 

Partners, as the general partner of BVF, BVF2, the investment manager of Trading Fund OS, and the sole member of Partners OS, may be deemed to beneficially own the 2,218,514 shares of Common Stock beneficially owned in the aggregate by BVF, BVF2, Trading Fund OS, and certain Partners managed accounts (the “Partners Managed Accounts”), including 582,595 shares of Common Stock held in the Partners Managed Accounts, which includes 329,800 shares of Common Stock issuable upon the exercise of Warrants held within the Partners Managed Accounts.

 

BVF Inc., as the general partner of Partners, may be deemed to beneficially own the 2,218,514 shares of Common Stock beneficially owned by Partners.

 

Mr. Lampert, as a director and officer of BVF Inc., may be deemed to beneficially own the 2,218,514 shares of Common Stock beneficially owned by BVF Inc.

 

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Partners OS disclaims beneficial ownership of the shares of Common Stock beneficially owned by Trading Fund OS. Each of Partners, BVF Inc. and Mr. Lampert disclaims beneficial ownership of the shares of Common Stock beneficially owned by BVF, BVF2, Trading Fund OS, and the Partners Managed Accounts, and the filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

 

(b)Percent of class:

 

The following percentages are based on a denominator that is the sum of: (i) 21,541,909 shares of Common Stock outstanding as of December 15, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 22, 2017 and (b) certain or all of the 1,111,081 shares of Common Stock that may be acquired upon the conversion of certain or all Warrants, as applicable.

 

As of the close of business on December 31, 2017 (i) BVF beneficially owned approximately 4.7% of the outstanding shares of Common Stock, (ii) BVF2 beneficially owned approximately 2.5% of the outstanding shares of Common Stock, (iii) Trading Fund OS beneficially owned less than 1% of the outstanding shares of Common Stock (iv) Partners OS may be deemed to beneficially own less than 1% of the outstanding shares of Common Stock, and (v) each of Partners, BVF Inc. and Mr. Lampert may be deemed to beneficially own approximately 9.8% of the outstanding shares of Common Stock (approximately 2.7% of which is held in the Partners Managed Accounts).

 

(c)Number of shares as to which such person has:

 

11

CUSIP No. 40052B 20 7

 

(i)Sole power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(ii)Shared power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(iii)Sole power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

(iv)Shared power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

Item 5.Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

 

Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of Common Stock beneficially owned by BVF, BVF2, Trading Fund OS, and the Partners Managed Accounts.

 

Item 7.Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8.Identification and Classification of Members of the Group.

 

See Exhibit 99.1 to Amendment No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on February 16, 2016.

 

Item 9.Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.Certifications.

 

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

12

CUSIP No. 40052B 20 7

 

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2018

 

BIOTECHNOLOGY VALUE FUND, L.P.   BVF INC.
       
By: BVF Partners L.P., its general partner   By: /s/ Mark N. Lampert
By: BVF Inc., its general partner     Mark N. Lampert
        President
By: /s/ Mark N. Lampert      
  Mark N. Lampert      
  President   /s/ Mark N. Lampert
      MARK N. LAMPERT
         
BIOTECHNOLOGY VALUE FUND II, L.P.    
         
By: BVF Partners L.P., its general partner      
By: BVF Inc., its general partner      
         
By: /s/ Mark N. Lampert      
  Mark N. Lampert      
  President      
         
       
BVF PARTNERS L.P.      
         
By: BVF Inc., its general partner      
         
By: /s/ Mark N. Lampert      
  Mark N. Lampert      
  President      
   
   
BVF PARTNERS OS LTD.  
     
By: BVF Partners L.P., its sole member  
By: BVF Inc., its general partner  
     
By: /s/ Mark N. Lampert  
  Mark N. Lampert  
  President  
     
     
Biotechnology Value Trading Fund OS LP  
     
By: BVF Partners L.P., its investment manager  
By: BVF Inc., its general partner  
     
By: /s/ Mark N. Lampert  
  Mark N. Lampert  
  President  

 

13