Nikolay Savchuk - Apr 1, 2024 Form 4 Insider Report for Onconova Therapeutics, Inc. (TRAW)

Role
Chief Operating Officer, Director
Signature
/s/ Nikolay Savchuk
Stock symbol
TRAW
Transactions as of
Apr 1, 2024
Transactions value $
$0
Form type
4
Date filed
4/3/2024, 08:01 PM
Next filing
Nov 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TRAW Common Stock Award +66.7K 66.7K Apr 1, 2024 Direct F1
transaction TRAW Common Stock Award +67.6K +101.37% 134K Apr 1, 2024 Direct F2
transaction TRAW Common Stock Award +886K 886K Apr 1, 2024 By TPAV, LLC F1, F3
transaction TRAW Common Stock Award +1.65M 1.65M Apr 1, 2024 By Viriom, Inc. F1, 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 +3.8M 3.8M Apr 1, 2024 Common Stock 3.8M $0.07 Direct F5
transaction TRAW Series C Preferred Stock Award +195 195 Apr 1, 2024 Common Stock 1.95M Direct F6
transaction TRAW Series C Preferred Stock Award +2.58K 2.58K Apr 1, 2024 Common Stock 25.8M By TPAV, LLC F3, F6
transaction TRAW Series C Preferred Stock Award +4.8K 4.8K Apr 1, 2024 Common Stock 48M By Viriom, Inc. F4, F6
* 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 reported shares are owned directly by TPAV, LLC, a limited liability company of which the reporting person is the sole manager on its Board of Managers. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F4 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.
F5 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.
F6 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.