Orbimed Advisors Llc - Apr 1, 2024 Form 3 Insider Report for Onconova Therapeutics, Inc. (TRAW)

Role: 10%+ Owner
Signature: /s/ ORBIMED ADVISORS LLC, By: Douglas Coon, Chief Compliance Officer
Stock symbol: TRAW
Transactions as of: Apr 1, 2024
Transactions value $: $0
Form type: 3
Date filed: 4/3/2024, 07:56 PM
Previous filing: Mar 27, 2024
Next filing: Apr 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TRAW	Common Stock						886K	Apr 1, 2024	By OrbiMed Private Investments VIII, LP	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	TRAW	Series C Preferred Stock							Apr 1, 2024	Common Stock	25.8M		By OrbiMed Private Investments VIII, LP	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Received in exchange for shares of common stock of Trawsfynydd Therapeutics, Inc. ("Trawsfynydd") in connection with the acquisition (the "Merger") by Traws Pharma, Inc. (f/k/a Onconova Therapeutics, Inc., the "Company") of 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. Upon consummation of the Merger, all of the outstanding shares Trawsfynydd common stock were converted into shares of common stock of the Company, par value $0.01 per share ("Common Stock"), on a 1:20.1291 basis pursuant to the terms of the Merger Agreement.
F2	These shares are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII"). OrbiMed Capital GP VIII LLC ("GP VIII"), is the general partner of OPI VIII. OrbiMed Advisors LLC ("OrbiMed Advisors"), is the managing member of GP VIII. By virtue of such relationships, OrbiMed Advisors and GP VIII may be deemed to have voting power and investment power over the securities held by OPI VIII and, as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the securities held by OPI VIII.
F3	Each of OrbiMed Advisors and GP VIII disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such person or entity, including any of the reporting persons, is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F4	Following stockholder approval of the conversion of the Series C Preferred Stock into shares of Common Stock, each share of Series C Preferred Stock will automatically convert into 10,000 shares of Common Stock, subject to certain limitations.