Richard G. Vincent - Oct 2, 2023 Form 4 Insider Report for Oncternal Therapeutics, Inc. (ONCT)

Role
Chief Financial Officer
Signature
/s/Chase C. Leavitt, Attorney-in-fact
Stock symbol
ONCT
Transactions as of
Oct 2, 2023
Transactions value $
$0
Form type
4
Date filed
10/4/2023, 04:59 PM
Previous filing
Jul 5, 2023
Next filing
Jan 5, 2024

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 -75K -100% 0 Oct 2, 2023 Common Stock 75K $5.76 Direct F1, F2
transaction ONCT Stock Option Disposed to Issuer -35.1K -100% 0 Oct 2, 2023 Common Stock 35.1K $3.33 Direct F1, F2
transaction ONCT Stock Option Disposed to Issuer -280K -100% 0 Oct 2, 2023 Common Stock 280K $7.05 Direct F2, F3
transaction ONCT Stock Option Disposed to Issuer -110K -100% 0 Oct 2, 2023 Common Stock 110K $1.94 Direct F2, F4
transaction ONCT Stock Option Disposed to Issuer -28.8K -100% 0 Oct 2, 2023 Common Stock 28.8K $1.04 Direct F2, F5
transaction ONCT Stock Option Disposed to Issuer -210K -100% 0 Oct 2, 2023 Common Stock 210K $0.96 Direct F2, F6
transaction ONCT Stock Option Award +75K 75K Oct 2, 2023 Common Stock 75K $0.31 Direct F1, F2, F7
transaction ONCT Stock Option Award +35.1K 35.1K Oct 2, 2023 Common Stock 35.1K $0.31 Direct F1, F2, F7
transaction ONCT Stock Option Award +280K 280K Oct 2, 2023 Common Stock 280K $0.31 Direct F2, F3, F7
transaction ONCT Stock Option Award +110K 110K Oct 2, 2023 Common Stock 110K $0.31 Direct F2, F4, F8
transaction ONCT Stock Option Award +28.8K 28.8K Oct 2, 2023 Common Stock 28.8K $0.31 Direct F2, F5, F8
transaction ONCT Stock Option Award +210K 210K Oct 2, 2023 Common Stock 210K $0.31 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 February 11, 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.