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^*

HYDE JOSEPH R III

(Last)

(First)

(Middle)

175 TOYOTA PLAZA

7TH FLOOR

(Street)

MEMPHIS

38103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GTX INC /DE/ [ GTXI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2012

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								448,486⁽¹⁾	I	By 2010-1 GRAT
Common Stock								89,696⁽²⁾	I	By 2010-2 GRAT
Common Stock								9,579,392.64⁽³⁾	D
Common Stock								216,462	I	By Spouse
Common Stock								66,604	I	By 2009-4 GRAT
Common Stock								13,320	I	By 2009-5 GRAT
Common Stock								1,500,000	I	By 2011-1 GRAT
Common Stock								1,000,000	I	By 2012-1 GRAT
Common Stock								410,325	I	By Trust
Common Stock								410,324	I	By Trust
Common Stock								410,324	I	By Trust
Common Stock								144,645	I	By Trust
Common Stock								114,350	I	By Trust
Common Stock								91,628	I	By Pittco Associates, L.P.⁽⁴⁾
Common Stock								145,352	I	By Pittco Associates II, L.P.⁽⁴⁾
Common Stock								3,915,716	I	By Pittco Investments, L.P.⁽⁴⁾

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)

Explanation of Responses:

1. Excludes annuity distribution of 359,683 shares from the 2010-1 Grantor Retained Annuity Trust to the reporting person on June 15, 2012 and represents a change in form of beneficial ownership.

2. Excludes annuity distribution of 71,937 shares from the 2010-2 Grantor Retained Annuity Trust to the reporting person on June 15, 2012 and represents a change in form of beneficial ownership.

3. Includes annuity distribution of 359,683 shares from the 2010-1 Grantor Retained Annuity Trust on June 15, 2012 and includes annuity distribution of 71,937 shares from the 2010-2 Grantor Retained Annuity Trust on June 15, 2012 to the reporting person and represents a change in form of beneficial ownership.

4. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in his report shall not be deemed an admission of beneficial ownership of the reported shares for the purpose of Section 16 or any other purpose.

Remarks:

	/s/ Henry P. Doggrell, by Power of Attorney	06/20/2012
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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