Rajesh Krishnan - 02 Oct 2023 Form 4 Insider Report for Oncternal Therapeutics, Inc.

Role: Chief Technical Officer
Signature: /s/Chase C. Leavitt, Attorney-in-fact
Issuer symbol: N/A
Transactions as of: 02 Oct 2023
Net transactions value: $0
Form type: 4
Filing time: 04 Oct 2023, 16:59:06 UTC
Previous filing: 05 Jul 2023
Next filing: 05 Jan 2024
SEC: View on sec.gov

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	ONCT	Stock Option	Disposed to Issuer		-75,000	-100%		0	02 Oct 2023	Common Stock	75,000	$4.30	Direct	F1, F2
transaction	ONCT	Stock Option	Disposed to Issuer		-40,000	-100%		0	02 Oct 2023	Common Stock	40,000	$5.76	Direct	F1, F2
transaction	ONCT	Stock Option	Disposed to Issuer		-12,470	-100%		0	02 Oct 2023	Common Stock	12,470	$3.33	Direct	F1, F2
transaction	ONCT	Stock Option	Disposed to Issuer		-160,000	-100%		0	02 Oct 2023	Common Stock	160,000	$4.59	Direct	F2, F3
transaction	ONCT	Stock Option	Disposed to Issuer		-177,050	-100%		0	02 Oct 2023	Common Stock	177,050	$1.94	Direct	F2, F4
transaction	ONCT	Stock Option	Disposed to Issuer		-28,750	-100%		0	02 Oct 2023	Common Stock	28,750	$1.04	Direct	F2, F5
transaction	ONCT	Stock Option	Disposed to Issuer		-220,000	-100%		0	02 Oct 2023	Common Stock	220,000	$0.9600	Direct	F2, F6
transaction	ONCT	Stock Option	Award		+75,000			75,000	02 Oct 2023	Common Stock	75,000	$0.3100	Direct	F1, F2, F7
transaction	ONCT	Stock Option	Award		+40,000			40,000	02 Oct 2023	Common Stock	40,000	$0.3100	Direct	F1, F2, F7
transaction	ONCT	Stock Option	Award		+12,470			12,470	02 Oct 2023	Common Stock	12,470	$0.3100	Direct	F1, F2, F7
transaction	ONCT	Stock Option	Award		+160,000			160,000	02 Oct 2023	Common Stock	160,000	$0.3100	Direct	F2, F3, F7
transaction	ONCT	Stock Option	Award		+177,050			177,050	02 Oct 2023	Common Stock	177,050	$0.3100	Direct	F2, F4, F8
transaction	ONCT	Stock Option	Award		+28,750			28,750	02 Oct 2023	Common Stock	28,750	$0.3100	Direct	F2, F5, F8
transaction	ONCT	Stock Option	Award		+220,000			220,000	02 Oct 2023	Common Stock	220,000	$0.3100	Direct	F2, F6, F8

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

Explanation of Responses:

Id	Content
F1	The shares subject to the option (the "Option Shares") are fully vested.
F2	On October 2, 2023, the Issuer repriced the option. Except as described further in footnotes 7 and 8, all other terms of the option remain unchanged.
F3	25% of the Option Shares vested on January 6, 2022, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service.
F4	25% of the Option Shares vested on January 20, 2023, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service.
F5	50% of the Option Shares vested on July 3, 2023, and 50% of the Option Shares vest on January 3, 2024, subject to the recipient's continued service. All of the Option Shares vest in the event of a Change in Control (as defined in the Issuer's 2019 Incentive Award Plan).
F6	25% of the Option Shares vest on February 21, 2024, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service.
F7	The exercise price of the option is $0.31 per share, representing the fair market value per share of the common stock on the grant date; provided that the exercise price will be increased to the original exercise price before repricing if, prior to October 2, 2024: (i) recipient's employment or service terminates, other than due to death, disability, or circumstances giving rise to severance under the recipient's employment agreement (a "Qualifying Termination"); or (ii) the option is exercised.
F8	The exercise price of the option is $0.31 per share, representing the fair market value per share of the common stock on the grant date; provided that the exercise price will be increased to the original exercise price before repricing if, prior to April 2, 2025: (i) recipient's employment or service terminates, other than due to a Qualifying Termination; or (ii) the option is exercised.