James B. Breitmeyer - Oct 2, 2023 Form 4 Insider Report for Oncternal Therapeutics, Inc. (ONCT)

Role
Chief Executive Officer, Director
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, 05:00 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 -100K -100% 0 Oct 2, 2023 Common Stock 100K $5.76 Direct F1, F2
transaction ONCT Stock Option Disposed to Issuer -66.9K -100% 0 Oct 2, 2023 Common Stock 66.9K $3.33 Direct F1, F2
transaction ONCT Stock Option Disposed to Issuer -750K -100% 0 Oct 2, 2023 Common Stock 750K $7.05 Direct F2, F3
transaction ONCT Stock Option Disposed to Issuer -637K -100% 0 Oct 2, 2023 Common Stock 637K $1.94 Direct F2, F4
transaction ONCT Stock Option Disposed to Issuer -124K -100% 0 Oct 2, 2023 Common Stock 124K $1.04 Direct F2, F5
transaction ONCT Stock Option Disposed to Issuer -650K -100% 0 Oct 2, 2023 Common Stock 650K $0.96 Direct F2, F6
transaction ONCT Stock Option Award +100K 100K Oct 2, 2023 Common Stock 100K $0.31 Direct F1, F2, F7
transaction ONCT Stock Option Award +66.9K 66.9K Oct 2, 2023 Common Stock 66.9K $0.31 Direct F1, F2, F7
transaction ONCT Stock Option Award +750K 750K Oct 2, 2023 Common Stock 750K $0.31 Direct F2, F3, F7
transaction ONCT Stock Option Award +637K 637K Oct 2, 2023 Common Stock 637K $0.31 Direct F2, F4, F8
transaction ONCT Stock Option Award +124K 124K Oct 2, 2023 Common Stock 124K $0.31 Direct F2, F5, F8
transaction ONCT Stock Option Award +650K 650K Oct 2, 2023 Common Stock 650K $0.31 Direct F2, F6, F8
transaction ONCT Stock Option Disposed to Issuer -22K -100% 0 Oct 2, 2023 Common Stock 22K $4.13 By Spouse F1, F2
transaction ONCT Stock Option Disposed to Issuer -7K -100% 0 Oct 2, 2023 Common Stock 7K $5.33 By Spouse F2, F9
transaction ONCT Stock Option Disposed to Issuer -2K -100% 0 Oct 2, 2023 Common Stock 2K $7.48 By Spouse F2, F10
transaction ONCT Stock Option Disposed to Issuer -165K -100% 0 Oct 2, 2023 Common Stock 165K $1.94 By Spouse F2, F4
transaction ONCT Stock Option Disposed to Issuer -12.5K -100% 0 Oct 2, 2023 Common Stock 22K $1.04 By Spouse F2, F5
transaction ONCT Stock Option Disposed to Issuer -65K -100% 0 Oct 2, 2023 Common Stock 65K $0.96 By Spouse F2, F6
transaction ONCT Stock Option Award +22K 12.2K Oct 2, 2023 Common Stock 12.2K $0.31 By Spouse F1, F2, F7
transaction ONCT Stock Option Award +7K 7K Oct 2, 2023 Common Stock 7K $0.31 By Spouse F2, F7, F9
transaction ONCT Stock Option Award +2K 2K Oct 2, 2023 Common Stock 2K $0.31 By Spouse F2, F7, F10
transaction ONCT Stock Option Award +165K 165K Oct 2, 2023 Common Stock 165K $0.31 By Spouse F2, F4, F8
transaction ONCT Stock Option Award +12.5K 12.5K Oct 2, 2023 Common Stock 12.5K $0.31 By Spouse F2, F5, F8
transaction ONCT Stock Option Award +65K 65K Oct 2, 2023 Common Stock 65K $0.31 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.