Salim Yazji - Oct 2, 2023 Form 4 Insider Report for Oncternal Therapeutics, Inc. (ONCT)

Role
Chief Medical 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, 05:01 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 -354K -100% 0 Oct 2, 2023 Common Stock 354K $5.30 Direct F1, F2
transaction ONCT Stock Option Disposed to Issuer -92.1K -100% 0 Oct 2, 2023 Common Stock 92.1K $1.94 Direct F2, F3
transaction ONCT Stock Option Disposed to Issuer -55K -100% 0 Oct 2, 2023 Common Stock 55K $1.04 Direct F2, F4
transaction ONCT Stock Option Disposed to Issuer -210K -100% 0 Oct 2, 2023 Common Stock 210K $0.96 Direct F2, F5
transaction ONCT Stock Option Award +354K 354K Oct 2, 2023 Common Stock 354K $0.31 Direct F1, F2, F6
transaction ONCT Stock Option Award +92.1K 92.1K Oct 2, 2023 Common Stock 92.1K $0.31 Direct F2, F3, F7
transaction ONCT Stock Option Award +55K 55K Oct 2, 2023 Common Stock 55K $0.31 Direct F2, F4, F7
transaction ONCT Stock Option Award +210K 210K Oct 2, 2023 Common Stock 210K $0.31 Direct F2, F5, F7
transaction ONCT Stock Option Award $0 +70.6K $0.00 70.6K Oct 2, 2023 Common Stock 70.6K $0.31 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 25% of the shares subject to the option ("Option Shares") vested on May 17, 2022, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service.
F2 On October 2, 2023, the Issuer repriced the option. Except as described further in footnotes 6 and 7, all other terms of the option remain unchanged.
F3 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.
F4 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).
F5 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.
F6 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.
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 April 2, 2025: (i) recipient's employment or service terminates, other than due to a Qualifying Termination; or (ii) the option is exercised.
F8 25% of the Option Shares vested on May 17, 2022, and the remaining Option Shares vest in 36 equal monthly installments thereafter, subject to the recipient's continued service. The option may not be exercised if recipient's employment or service terminates prior to October 2, 2024 other than as a result of a Qualifying Termination. All of the Option Shares vest and become exercisable in the event of a Change in Control.