0001209191-23-052019.txt : 20231004 0001209191-23-052019.hdr.sgml : 20231004 20231004170034 ACCESSION NUMBER: 0001209191-23-052019 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231002 FILED AS OF DATE: 20231004 DATE AS OF CHANGE: 20231004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BREITMEYER JAMES B CENTRAL INDEX KEY: 0001244823 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50549 FILM NUMBER: 231308737 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Oncternal Therapeutics, Inc. CENTRAL INDEX KEY: 0001260990 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 621715807 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 12230 EL CAMINO REAL STREET 2: SUITE 230 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 434-1113 MAIL ADDRESS: STREET 1: 12230 EL CAMINO REAL STREET 2: SUITE 230 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: GTX INC /DE/ DATE OF NAME CHANGE: 20030822 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-10-02 0 0001260990 Oncternal Therapeutics, Inc. ONCT 0001244823 BREITMEYER JAMES B 12230 EL CAMINO REAL, SUITE 230 SAN DIEGO CA 92130 1 1 0 0 Chief Executive Officer 0 Stock Option 5.76 2023-10-02 4 D 0 100000 D 2029-09-12 Common Stock 100000 0 D Stock Option 3.33 2023-10-02 4 D 0 66890 D 2030-03-17 Common Stock 66890 0 D Stock Option 7.05 2023-10-02 4 D 0 750000 D 2031-02-11 Common Stock 750000 0 D Stock Option 1.94 2023-10-02 4 D 0 637000 D 2032-01-20 Common Stock 637000 0 D Stock Option 1.04 2023-10-02 4 D 0 123750 D 2032-07-28 Common Stock 123750 0 D Stock Option 0.96 2023-10-02 4 D 0 650000 D 2033-02-21 Common Stock 650000 0 D Stock Option 0.31 2023-10-02 4 A 0 100000 A 2029-09-12 Common Stock 100000 100000 D Stock Option 0.31 2023-10-02 4 A 0 66890 A 2030-03-17 Common Stock 66890 66890 D Stock Option 0.31 2023-10-02 4 A 0 750000 A 2031-02-11 Common Stock 750000 750000 D Stock Option 0.31 2023-10-02 4 A 0 637000 A 2032-01-20 Common Stock 637000 637000 D Stock Option 0.31 2023-10-02 4 A 0 123750 A 2032-07-28 Common Stock 123750 123750 D Stock Option 0.31 2023-10-02 4 A 0 650000 A 2033-02-21 Common Stock 650000 650000 D Stock Option 4.13 2023-10-02 4 D 0 22000 D 2030-01-07 Common Stock 22000 0 I By Spouse Stock Option 5.33 2023-10-02 4 D 0 7000 D 2031-01-27 Common Stock 7000 0 I By Spouse Stock Option 7.48 2023-10-02 4 D 0 2000 D 2031-02-21 Common Stock 2000 0 I By Spouse Stock Option 1.94 2023-10-02 4 D 0 165000 D 2032-01-20 Common Stock 165000 0 I By Spouse Stock Option 1.04 2023-10-02 4 D 0 12500 D 2023-07-28 Common Stock 22000 0 I By Spouse Stock Option 0.96 2023-10-02 4 D 0 65000 D 2033-02-21 Common Stock 65000 0 I By Spouse Stock Option 0.31 2023-10-02 4 A 0 22000 A 2030-01-07 Common Stock 12240 12240 I By Spouse Stock Option 0.31 2023-10-02 4 A 0 7000 A 2031-01-27 Common Stock 7000 7000 I By Spouse Stock Option 0.31 2023-10-02 4 A 0 2000 A 2031-02-21 Common Stock 2000 2000 I By Spouse Stock Option 0.31 2023-10-02 4 A 0 165000 A 2032-01-20 Common Stock 165000 165000 I By Spouse Stock Option 0.31 2023-10-02 4 A 0 12500 A 2023-07-28 Common Stock 12500 12500 I By Spouse Stock Option 0.31 2023-10-02 4 A 0 65000 A 2033-02-21 Common Stock 65000 65000 I By Spouse The shares subject to the option (the "Option Shares") are fully vested. On October 2, 2023, the Issuer repriced the option. Except as described further in footnotes 7 and 8, all other terms of the option remain unchanged. 25% of the Option Shares vested on February 11, 2022, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service. 25% of the Option Shares vested on January 20, 2023, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service. 50% of the Option Shares vested on July 3, 2023, and 50% of the Option Shares vest on January 3, 2024, subject to the recipient's continued service. All of the Option Shares vest in the event of a Change in Control (as defined in the Issuer's 2019 Incentive Award Plan). 25% of the Option Shares vest on February 21, 2024, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service. The exercise price of the option is $0.31 per share, representing the fair market value per share of the common stock on the grant date; provided that the exercise price will be increased to the original exercise price before repricing if, prior to October 2, 2024: (i) recipient's employment or service terminates, other than due to death, disability, or circumstances giving rise to severance under the recipient's employment agreement (a "Qualifying Termination"); or (ii) the option is exercised. The exercise price of the option is $0.31 per share, representing the fair market value per share of the common stock on the grant date; provided that the exercise price will be increased to the original exercise price before repricing if, prior to April 2, 2025: (i) recipient's employment or service terminates, other than due to a Qualifying Termination; or (ii) the option is exercised. 25% of the Option Shares vested on January 27, 2022, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service. 25% of the Option Shares vested on February 21, 2022, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service. /s/Chase C. Leavitt, Attorney-in-fact 2023-10-04