Iain D. Dukes - 01 Apr 2024 Form 4 Insider Report for Onconova Therapeutics, Inc. (TRAW)

Role: Executive Chairman, Director
Signature: /s/ Iain Dukes
Issuer symbol: TRAW
Transactions as of: 01 Apr 2024
Net transactions value: $0
Form type: 4
Filing time: 03 Apr 2024, 19:59:53 UTC
Previous filing: 05 Mar 2024
Next filing: 10 Jun 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TRAW	Common Stock	Award		+66,687			66,687	01 Apr 2024	Direct	F1
transaction	TRAW	Common Stock	Award		+67,550	+101%		134,187	01 Apr 2024	Direct	F2
transaction	TRAW	Common Stock	Award		+1,645,100			1,645,100	01 Apr 2024	By Viriom, Inc.	F1, F3, F4

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
transaction	TRAW	Stock Option (right to purchase)	Award		+3,802,890			3,802,890	01 Apr 2024	Common Stock	3,802,890	$0.0700	Direct	F4
transaction	TRAW	Series C Preferred Stock	Award		+195			195	01 Apr 2024	Common Stock	1,946,223		Direct	F5
transaction	TRAW	Series C Preferred Stock	Award		+4,801			4,801	01 Apr 2024	Common Stock	48,011,144		By Viriom, Inc.	F3, F5

* 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	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 on a one-for-one basis.
F3	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 this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F4	Received in the Merger in exchange for stock options to acquire 188,925 shares of Trawsfynydd common stock with an exercise price of $1.38 per share.
F5	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.