Large owner Tpav, Llc disposed of 605,531 shares, closing all direct ownership in the company (SEC Form 4)
$TRAW
Biotechnology: Pharmaceutical Preparations
Health Care
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Traws Pharma, Inc. [ TRAW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/02/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/02/2025 | J(1) | 605,531(2) | D | (1) | 0(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series C Preferred Stock | (4) | 04/02/2025 | J(1) | 2,263.7451 | (5) | (6) | Common Stock | 905,497(2) | $0(1) | 0(3) | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On April 2, 2025, the TPAV, LLC ("TPAV") disposed of all of the shares of the Issuer's Common Stock and Series C Non-Voting Convertible Preferred Stock ("Series C Preferred Stock") held by TPAV as of such date through a pro rata distribution of such shares to its members, including Nikolay Savchuk. No consideration was paid in connection with such distribution. As a result of the distribution, TPAV is no longer a 10% owner, and therefore is no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer and will no longer report any such transactions on Form 4 or Form 5. Mr. Savchuk will continue to be subject to Section 16. |
| 2. On September 16, 2024, the Issuer's Board of Directors approved a one-for-twenty-five reverse stock split, which was effective on September 20, 2024. All shares of the Issuer's common stock and all shares of the Issuer's Series C Preferred Stock ("Series C Preferred Stock") reported in this Form 4 are presented on an after-reverse stock split basis. |
| 3. Mr. Savchuk is the sole manager on the Board of Managers of TPAV and also owns a 31% interest in TPAV. As a result of the distribution discussed in footnote 1 hereof, Mr. Savchuk received 170,710 shares of common stock of the Issuer and 638.1904 shares of Series C Preferred Stock of the Issuer and now owns those shares directly. |
| 4. Each share of Series C Preferred Stock is convertible into 400 shares of the Issuer's common stock, subject to an issuance limitation that prohibits the holder from converting such shares of Series C Preferred Stock to the extent that, after giving effect to the issuance of shares of common stock after such conversion, the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) would beneficially own in excess of 19.99% of the shares of common stock of the Issuer then outstanding (the "Beneficial Ownership Limitation"). |
| 5. Following stockholder approval of the conversion of the Series C Preferred Stock into shares of the Issuer's common stock, which was obtained on September 16, 2024, the shares of Series C Preferred are convertible into shares of common stock, subject to the Beneficial Ownership Limitation. |
| 6. The Series C Preferred Stock do not expire. |
| /s/ TPAV, LLC, By: Nikolay Savchuk, Manager | 04/08/2025 | |
| /s/ Nikolay Savchuck | 04/08/2025 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||