Pauza Charles David was granted 97,500 shares (SEC Form 4)
$ONTX
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) 04/01/2024 | ||||||||||||||||||||||||||
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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 | 04/01/2024 | A | 97,500 | A | (1) | 97,500 | 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 | ||||||||
| Stock Option (right to purchase) | $0.07 | 04/01/2024 | A | 333,136 | 11/01/2023 | 10/31/2033 | Common Stock | 333,136 | (2)(3) | 333,136 | D | ||||
| Stock Option (right to purchase) | $0.01 | 04/01/2024 | A | 503,227 | 11/01/2023 | 10/31/2033 | Common Stock | 503,227 | (2)(4) | 503,227 | D | ||||
| Explanation of Responses: |
| 1. Represents an award of restricted stock units that will vest in four equal annual installments beginning April 1, 2025. Each restricted stock unit will convert into shares of common stock of Traws Pharma, Inc. (f/k/a Onconova Therapeutics, Inc., the "Company"), par value $0.01 per share ("Common Stock"), on a one-for-one basis. |
| 2. On April 1, 2024, the Company acquired Trawsfynydd Therapeutics, Inc. ("Trawsfynydd") in accordance with the terms of an Agreement and Plan of Merger, dated April 1, 2024 (the "Merger Agreement"), by and among the Company, Traws Merger Sub I, Inc., Traws Merger Sub II, LLC, and Trawsfynydd (the "Merger"). Upon consummation of the Merger, all of the outstanding shares of common stock of Trawsfynydd were converted into shares of Common Stock on a 1:20.1291 basis pursuant to the terms of the Merger Agreement. |
| 3. Received in the Merger in exchange for stock options to acquire 16,550 shares of Trawsfynydd common stock with an exercise price of $1.38 per share. |
| 4. Received in the Merger in exchange for stock options to acquire 25,000 shares of Trawsfynydd common stock with an exercise price of $0.0001 per share. |
| /s/ Charles David Pauza | 04/03/2024 | |
| ** 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. | ||