SEC FORM 4

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^*

WATSON DOUGLAS G

(Last)

(First)

(Middle)

200 CONNELL DRIVE

(Street)

BERKELEY HEIGHTS

07922

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GENTA INC DE/ [ GETA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/26/2009⁽¹⁾		A		695,658	A	⁽²⁾	695,858	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director's Stock option (right to buy)	$4,116	08/26/2009		D			80	⁽³⁾	04/10/2012	Common Stock	80	⁽²⁾	0	D
Director's Stock option (right to buy)	$2,295	08/26/2009		D			67	⁽³⁾	06/20/2012	Common Stock	67	⁽²⁾	0	D
Director's Stock option (right to buy)	$2,058	08/26/2009		D			67	⁽³⁾	02/13/2013	Common Stock	67	⁽²⁾	0	D
Director's Stock option (right to buy)	$3,024	08/26/2009		D			67	⁽³⁾	03/19/2014	Common Stock	67	⁽²⁾	0	D
Director's Stock option (right to buy)	$345	08/26/2009		D			67	⁽³⁾	03/24/2015	Common Stock	67	⁽²⁾	0	D
Director's Stock option (right to buy)	$333	08/26/2009		D			17	⁽³⁾	06/23/2015	Common Stock	17	⁽²⁾	0	D
Director's Stock option (right to buy)	$639	08/26/2009		D			67	⁽³⁾	04/05/2016	Common Stock	67	⁽²⁾	0	D
Director's Stock option (right to buy)	$483	08/26/2009		D			17	⁽³⁾	06/16/2016	Common Stock	17	⁽²⁾	0	D
Director's Stock option (right to buy)	$90	08/26/2009		D			101	⁽³⁾	07/11/2017	Common Stock	1,101	⁽²⁾	0	D
Director's Stock Option	$12.5	08/26/2009		D			101	⁽³⁾	10/06/2018	Common Stock	101	⁽²⁾	0	D

Explanation of Responses:

1. On September 4, 2009, the Issuer filed Form S-8 for the Genta Incorporated 2009 Stock Incentive Plan, registering 83,478,929 shares of Genta Incorporated Common Stock, par value $0.001. The restricted stock units that were issued on August 26, 2009 vested on stockholder approval of the Genta Incorporated 2009 Stock Incentive Plan and were issued to the reporting person on September 8, 2009.

2. On August 26, 2009, the Issuer canceled, pursuant to the issuer's option exchange program (i) 80 options granted to the reporting person on April 10, 2012, (ii)67 options granted on June 20, 2002, (iii) 67 options granted on February 13, 2003, (iv) 67 options granted on March 19, 2004, (v) 67 options granted on March 24, 2005, (vi) 17 options granted on June 23, 2005, (vii) 67 options granted on April 5, 2006, (viii) 17 options granted on June 16, 2006, (ix) 101 options granted on July 11, 2007, and (x) 101 options granted on October 6, 2008

3. The canceled options automatically vested on the date of grant. See (2) above for respective grant dates.

Remarks:

	/s/Douglas Watson	09/10/2009
	** 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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