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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Convertible Preferred Stock Purchase Warrant | $ 0.425 (2) | 04/27/2018 | P | 10,147,058 | 04/27/2018 | (3) | Series B Preferred Stock | 253,677 (2) (3) | $ 0 (2) (4) | 10,147,058 | I | See Note (1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TYNDALL CAPITAL PARTNERS L P 405 PARK AVENUE SUITE 1104 NEW YORK, NY 10022 |
X | |||
| /s/ Jeffery S. Halis, Manager of Jeffrey Management, LLC, General Partner of Tyndall Capital Partners, L.P. | 05/01/2018 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Tyndall Capital Partners, L.P. ("Tyndall Capital") is the general partner of Tyndall Partners, L.P. ("Tyndall"), and possesses the sole power to vote and the sole power to direct the disposition of all securities held by Tyndall. Tyndall Capital's interest in the securities reported herein is limited to the extent of its pecuniary interest in such securities, if any. |
| (2) | Each warrant ("Warrant") is exercisable into 0.025 share of Series B Convertible Preferred Stock, par value $0.01 per share ("Preferred Stock") at an exercise price of $0.425 per 0.025 share of Preferred Stock. Each 0.025 share of Preferred Stock will be convertible into one share of common stock, par value $0.01 per share (the "Common Stock"). Onconova Therapeutics, Inc. (the "Company") does not currently have a sufficient number of authorized shares of Common Stock to cover the shares issuable upon the conversion of the Preferred Stock. As a result, before any shares of Preferred Stock can be converted, the Company must obtain stockholder approval of an amendment (the "Charter Amendment") to its certificate of incorporation, as amended, to sufficiently increase its authorized shares of Common Stock to cover the conversion of all outstanding shares of Preferred Stock into Common Stock. |
| (3) | The Warrants are exercisable immediately and will expire on the eighteen (18) month anniversary of the date on which the Company publicly announces through the filing of a Current Report on Form 8-K that the Charter Amendment has been filed with the Secretary of State of the State of Delaware. |
| (4) | 10,147,058 Units purchased for $0.425 per Unit. Each Unit consists of one share of Common Stock and one Warrant. |