-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JR/Fsslu3w0zEJ1cH/vVsb0lLLsrdUWd20wEn/0g5ClMtV5bhseLy1vH4TcFJv10 CevhVG986YhCTRDrzcVNGQ== 0000899140-04-000166.txt : 20040209 0000899140-04-000166.hdr.sgml : 20040209 20040209140310 ACCESSION NUMBER: 0000899140-04-000166 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040206 FILED AS OF DATE: 20040209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GTX INC /DE/ CENTRAL INDEX KEY: 0001260990 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 3 NORTH DUNLAP AVE 3RD FL STREET 2: VAN VLEET BUILDING CITY: MEMPHIS STATE: TN ZIP: 38163 BUSINESS PHONE: 901-523-9700 MAIL ADDRESS: STREET 1: 3 N DUNLAP 3RD FLOOR VAN VIEEN BLDG CITY: MEMPHIS STATE: TN ZIP: 38163 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50549 FILM NUMBER: 04577081 BUSINESS ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVENUE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125741286 MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ORACLE INVESTMENT MANAGEMENT INC CENTRAL INDEX KEY: 0001012622 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50549 FILM NUMBER: 04577082 BUSINESS ADDRESS: STREET 1: 712 5TH AVENUE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126886262 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE STREET 2: 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 4 1 feinberg_gtx4-020904ex.xml X0201 4 2004-02-06 0 0001260990 GTX INC /DE/ GTXI 0000926475 FEINBERG LARRY N C/O ORACLE ASSOCIATES, LLC 200 GREENWICH AVENUE, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001012622 ORACLE INVESTMENT MANAGEMENT INC C/O ORACLE ASSOCIATES, LLC 200 GREENWICH AVENUE, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 Common Stock 2004-02-06 4 C 0 2637360 A 2637360 I See footnote Series C Preferred Stock 2004-02-06 4 C 0 1764297 D Common Stock 1764297 0 I See footnote Series D Preferred Stock 2004-02-06 4 C 0 727430 D Common Stock 727430 0 I See footnote Series E Preferred Stock 2004-02-06 4 C 0 145633 D Common Stock 145633 0 I See footnote See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. See Exhibit 99.1. /s/ Larry N. Feinberg 2004-02-09 ORACLE INVESTMENT MANAGEMENT, INC., By: /s/ Larry N. Feinberg, President 2004-02-09 EX-99.1 4 f020404a.txt EXPLANATION OF RESPONSES Exhibit 99.1 Explanation of Responses (1) These securities were received upon conversion of other securities of the Issuer, as further described herein. (2) These shares of Common Stock, par value $0.001 per share, of the issuer ("Common Stock") are held directly by Oracle Investment Management, Inc. (the "Investment Manager"), Oracle Partners, L.P. ("Oracle Partners") and Oracle Institutional Partners, L.P. ("Oracle Institutional"). Mr. Larry N. Feinberg ("Mr. Feinberg") is the sole shareholder and president of the Investment Manager and is the senior managing member of Oracle Associates, LLC, the general partner of Oracle Partners and Oracle Institutional (the "General Partner"). In accordance with instruction 4(b)(iv), the entire number of shares of Common Stock that may be deemed to be beneficially owned by Mr. Feinberg by virtue of his position with the Investment Manager and the General Partner is reported herein. Mr. Feinberg disclaims any beneficial ownership of the securities held by Oracle Partners and Oracle Institutional for purposes of Section 16 of the Securities Exchange Act of 1934, except to the extent of Mr. Feinberg's pecuniary interest. (3) The shares of Series C 8% Cumulative Redeemable Convertible Preferred Stock ("Series C Preferred Stock") to which this note relates (173,436 shares of Series C Preferred Stock) were held directly by the Investment Manager. Upon the closing of the initial public offering of the Issuer on February 6, 2004 (the "IPO Closing") the Series C Preferred Stock was converted into Common Stock at the rate of 8.5 shares of Common Stock for each share of Series C Preferred Stock. In addition, upon such conversion accrued but unpaid dividends on such Series C Preferred Stock were paid to the holders thereof in such number of shares of Common Stock as if (i) such dividends were used to purchase Series C Preferred Stock at a valuation of $57.658 per share and (ii) such purchased shares of Series C Preferred Stock were then converted into Common Stock at the 8.5 to 1 ratio. (4) The shares of Series D 8% Cumulative Redeemable Convertible Preferred Stock ("Series D Preferred Stock") and Series E 8% Cumulative Redeemable Convertible Preferred Stock ("Series E Preferred Stock") to which this note relates (74,894 shares of Series D Preferred Stock and 16,478 shares of Series E Preferred Stock) were held directly by Oracle Partners and Oracle Institutional. Upon the IPO Closing, the Series D Preferred Stock was converted into Common Stock at the rate of 8.61249051 shares of Common Stock for each share of Series D Preferred Stock. In addition, upon such conversion accrued but unpaid dividends on such Series D Preferred Stock were paid to the holders thereof in such number of shares of Common Stock as if (i) such dividends were used to purchase Series D Preferred Stock at a valuation of $66.762 per share and (ii) such purchased shares of Series D Preferred Stock were then converted into Common Stock at the 8.61249051 to 1 ratio. Upon the IPO Closing, the Series E Preferred Stock was converted into Common Stock at the rate of 8.5 shares of Common Stock for each share of Series E Preferred Stock. In addition, upon such conversion accrued but unpaid dividends on such Series E Preferred Stock were paid to the holders thereof in such number of shares of Common Stock as if (i) such dividends were used to purchase Series E Preferred Stock at a valuation of $60.692 per share and (ii) such purchased shares of Series E Preferred Stock were then converted into Common Stock at the 8.5 to 1 ratio. (5) The shares of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock to which this note relates were immediately exercisable and had no expiration date. (6) As the transactions reported herein involve the conversion of a derivative security, no information is required to be included in column 8 of Table II, in accordance with instruction 4(c)(iii). EX-99.2 5 f020404b.txt JOINT FILER INFORMATION Exhibit 99.2 FORM 4 JOINT FILER INFORMATION (Attachment to Form 4 in accordance with instruction 4(b)(v)) Check this box if no longer subject to Section 16: [ X ]
Name and Address: Oracle Investment Management, Inc. 200 Greenwich Avenue, 3rd Floor Greenwich, CT 06830 Issuer and Ticker Symbol: GTx, Inc. [GTXI] Date of Earliest Transaction: 2/6/04 Relationship to Issuer: 10% Owner Designated Filer: Larry N. Feinberg TABLE I INFORMATION Title of Security: Common Stock Transaction Date: 2/6/04 Transaction Code: C Securities Acquired: 1,764,297 Acquired or Disposed: A Amount Beneficially Owned after Transaction: 1,764,297 Ownership Form: D TABLE II INFORMATION Title of Derivative Security: Series C Preferred Stock Conversion Price: See Note (3) of Form 4 Transaction Date: 2/6/04 Transaction Code: C Nmber of Derivative Securities Disposed: 1,764,297 Title and Amount of Underlying Securities: 1,764,297 Number of Derivative Securities Owned after Transaction: 0 Ownership Form of Derivative Security: D Signature: See Form 4
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