0001140361-18-021197.txt : 20180502 0001140361-18-021197.hdr.sgml : 20180502 20180502144418 ACCESSION NUMBER: 0001140361-18-021197 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180501 FILED AS OF DATE: 20180502 DATE AS OF CHANGE: 20180502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zweiman Ari CENTRAL INDEX KEY: 0001612431 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36020 FILM NUMBER: 18799045 MAIL ADDRESS: STREET 1: C/O 683 CAPITAL MANAGEMENT STREET 2: 3 COLUMBUS CIRCLE, SUITE 2205 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 683 Capital Partners, LP CENTRAL INDEX KEY: 0001380126 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36020 FILM NUMBER: 18799046 BUSINESS ADDRESS: STREET 1: C/O 683 CAPITAL GP, LLC STREET 2: 3 COLUMBUS CIRCLE, SUITE 2205 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-554-2379 MAIL ADDRESS: STREET 1: C/O 683 CAPITAL GP, LLC STREET 2: 3 COLUMBUS CIRCLE, SUITE 2205 CITY: NEW YORK STATE: NY ZIP: 10019 FORMER NAME: FORMER CONFORMED NAME: 683 CAPITAL PARTNERS LP DATE OF NAME CHANGE: 20061103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 683 Capital Management, LLC CENTRAL INDEX KEY: 0001404574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36020 FILM NUMBER: 18799047 BUSINESS ADDRESS: STREET 1: 3 COLUMBUS CIRCLE STREET 2: SUITE 2205 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 554-2379 MAIL ADDRESS: STREET 1: 3 COLUMBUS CIRCLE STREET 2: SUITE 2205 CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Onconova Therapeutics, Inc. CENTRAL INDEX KEY: 0001130598 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 375 PHEASANT RUN CITY: NEWTOWN STATE: PA ZIP: 18940 BUSINESS PHONE: 267-759-3681 MAIL ADDRESS: STREET 1: 375 PHEASANT RUN CITY: NEWTOWN STATE: PA ZIP: 18940 FORMER COMPANY: FORMER CONFORMED NAME: ONCONOVA THERAPEUTICS, INC. DATE OF NAME CHANGE: 20090526 FORMER COMPANY: FORMER CONFORMED NAME: ONCONOVA THERAPEUTICS INC DATE OF NAME CHANGE: 20001226 3/A 1 doc1.xml FORM 3/A X0206 3/A 2018-05-01 2018-02-12 0 0001130598 Onconova Therapeutics, Inc. ONTX 0001404574 683 Capital Management, LLC 3 COLUMBUS CIRCLE SUITE 2205 NEW YORK NY 10019 0 0 1 0 0001380126 683 Capital Partners, LP C/O 683 CAPITAL GP, LLC 3 COLUMBUS CIRCLE, SUITE 2205 NEW YORK NY 10019 0 0 1 0 0001612431 Zweiman Ari C/O 683 CAPITAL MANAGEMENT 3 COLUMBUS CIRCLE, SUITE 2205 NEW YORK NY 10019 0 0 1 0 Series A Convertible Preferred Stock Purchase Warrant 4.4625 2018-02-12 2019-12-31 Series A Convertible Preferred Stock 200000 I By 683 Capital Partners, LP This Form 3 amendment is being filed jointly by 683 Capital Management, LLC ("683 Management"), 683 Capital Partners, LP ("683 Partners") and Ari Zweiman (collectively, the "Reporting Persons") to further amend the Form 3 filed on February 12, 2018, as amended by Form 3 amendment filed on February 16, 2018. Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. Each share of Series A Convertible Preferred Stock of the Issuer is convertible into 10 shares of Common Stock of the Issuer, subject to adjustment. As disclosed in the Issuer's Form 8-K filed with the Securities and Exchange Commission on April 30, 2018 (the "April 30, 2018 Form 8-K"), in accordance with the terms and conditions of a Lock-Up Waiver Agreement, dated April 16, 2018, between the Issuer and the underwriter for the Issuer's public offering of 5,707,500 shares of Common Stock in February 2018, the exercise price of the Series A Convertible Preferred Stock Purchase Warrant has been repriced from $1.01 per 0.1 of one share of Series A Convertible Preferred Stock (or $10.10 per share of Series A Convertible Preferred Stock) to $0.44625 per 0.1 share of Series A Convertible Preferred Stock (or $4.4625 per share of Series A Convertible Preferred Stock), after the closing of the offering described in the April 30, 2018 Form 8-K on May 1, 2018. Represents securities held directly by 683 Partners. 683 Management is the investment manager of 683 Partners. Ari Zweiman is the Managing Member of 683 Management. As a result, each of 683 Management and Ari Zweiman may be deemed to beneficially own the securities held by 683 Partners. /s/ Ari Zweiman, Managing Member of 683 Capital GP, LLC, in its capacity as general partner of 683 Capital Partners, LP 2018-05-02 /s/ Ari Zweiman, Managing Member of 683 Capital Management, LLC 2018-05-02 /s/ Ari Zweiman 2018-05-02