JAMES B. BREITMEYER - 02 Oct 2023 Form 4 Insider Report for Oncternal Therapeutics, Inc.

Role
Chief Executive Officer, Director
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, 17:00:34 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 -100,000 -100% 0 02 Oct 2023 Common Stock 100,000 $5.76 Direct F1, F2
transaction ONCT Stock Option Disposed to Issuer -66,890 -100% 0 02 Oct 2023 Common Stock 66,890 $3.33 Direct F1, F2
transaction ONCT Stock Option Disposed to Issuer -750,000 -100% 0 02 Oct 2023 Common Stock 750,000 $7.05 Direct F2, F3
transaction ONCT Stock Option Disposed to Issuer -637,000 -100% 0 02 Oct 2023 Common Stock 637,000 $1.94 Direct F2, F4
transaction ONCT Stock Option Disposed to Issuer -123,750 -100% 0 02 Oct 2023 Common Stock 123,750 $1.04 Direct F2, F5
transaction ONCT Stock Option Disposed to Issuer -650,000 -100% 0 02 Oct 2023 Common Stock 650,000 $0.9600 Direct F2, F6
transaction ONCT Stock Option Award +100,000 100,000 02 Oct 2023 Common Stock 100,000 $0.3100 Direct F1, F2, F7
transaction ONCT Stock Option Award +66,890 66,890 02 Oct 2023 Common Stock 66,890 $0.3100 Direct F1, F2, F7
transaction ONCT Stock Option Award +750,000 750,000 02 Oct 2023 Common Stock 750,000 $0.3100 Direct F2, F3, F7
transaction ONCT Stock Option Award +637,000 637,000 02 Oct 2023 Common Stock 637,000 $0.3100 Direct F2, F4, F8
transaction ONCT Stock Option Award +123,750 123,750 02 Oct 2023 Common Stock 123,750 $0.3100 Direct F2, F5, F8
transaction ONCT Stock Option Award +650,000 650,000 02 Oct 2023 Common Stock 650,000 $0.3100 Direct F2, F6, F8
transaction ONCT Stock Option Disposed to Issuer -22,000 -100% 0 02 Oct 2023 Common Stock 22,000 $4.13 By Spouse F1, F2
transaction ONCT Stock Option Disposed to Issuer -7,000 -100% 0 02 Oct 2023 Common Stock 7,000 $5.33 By Spouse F2, F9
transaction ONCT Stock Option Disposed to Issuer -2,000 -100% 0 02 Oct 2023 Common Stock 2,000 $7.48 By Spouse F2, F10
transaction ONCT Stock Option Disposed to Issuer -165,000 -100% 0 02 Oct 2023 Common Stock 165,000 $1.94 By Spouse F2, F4
transaction ONCT Stock Option Disposed to Issuer -12,500 -100% 0 02 Oct 2023 Common Stock 22,000 $1.04 By Spouse F2, F5
transaction ONCT Stock Option Disposed to Issuer -65,000 -100% 0 02 Oct 2023 Common Stock 65,000 $0.9600 By Spouse F2, F6
transaction ONCT Stock Option Award +22,000 12,240 02 Oct 2023 Common Stock 12,240 $0.3100 By Spouse F1, F2, F7
transaction ONCT Stock Option Award +7,000 7,000 02 Oct 2023 Common Stock 7,000 $0.3100 By Spouse F2, F7, F9
transaction ONCT Stock Option Award +2,000 2,000 02 Oct 2023 Common Stock 2,000 $0.3100 By Spouse F2, F7, F10
transaction ONCT Stock Option Award +165,000 165,000 02 Oct 2023 Common Stock 165,000 $0.3100 By Spouse F2, F4, F8
transaction ONCT Stock Option Award +12,500 12,500 02 Oct 2023 Common Stock 12,500 $0.3100 By Spouse F2, F5, F8
transaction ONCT Stock Option Award +65,000 65,000 02 Oct 2023 Common Stock 65,000 $0.3100 By Spouse 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.
F9 25% of the Option Shares vested on January 27, 2022, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service.
F10 25% of the Option Shares vested on February 21, 2022, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service.