Sec Form 4 Filing - Savchuk Nikolay @ Traws Pharma, Inc. - 2024-04-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Savchuk Nikolay
2. Issuer Name and Ticker or Trading Symbol
Traws Pharma, Inc. [ TRAW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
12 PENNS TRAIL
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2024
(Street)
NEWTOWN, PA18940
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/01/2024 A 66,687 A 66,687 D
Common Stock 04/01/2024 A 67,550 A 134,187 D
Common Stock 04/01/2024 A 885,532 ( 3 ) A 885,532 ( 3 ) I By TPAV, LLC ( 3 )
Common Stock 04/01/2024 A 1,645,100 ( 4 ) A 1,645,100 ( 4 ) I By Viriom, Inc. ( 4 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to purchase) $ 0.07 04/01/2024 A 3,802,890 11/01/2023 10/31/2033 Common Stock 3,802,890 ( 5 ) 3,802,890 D
Series C Preferred Stock ( 6 ) 04/01/2024 A 194.6223 ( 6 ) ( 6 ) Common Stock 1,946,223 ( 6 ) 194.6223 D
Series C Preferred Stock ( 6 ) 04/01/2024 A 2,584.3663 ( 3 ) ( 6 ) ( 6 ) Common Stock 25,843,663 ( 6 ) 2,584.3663 ( 3 ) I By TPAV, LLC ( 3 )
Series C Preferred Stock ( 6 ) 04/01/2024 A 4,801.1144 ( 4 ) ( 6 ) ( 6 ) Common Stock 48,011,144 ( 6 ) 4,801.1144 ( 4 ) I By Viriom, Inc. ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Savchuk Nikolay
12 PENNS TRAIL
NEWTOWN, PA18940
X Chief Operating Officer
Signatures
/s/ Nikolay Savchuk 04/03/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Received in exchange for shares of common stock of Trawsfynydd Therapeutics, Inc. ("Trawsfynydd") in connection with the acquisition (the "Merger") by Traws Pharma, Inc. (f/k/a Onconova Therapeutics, Inc., the "Company") of Trawsfynydd in accordance with the terms of an Agreement and Plan of Merger, dated April 1, 2024 (the "Merger Agreement"), by and among the Company, Traws Merger Sub I, Inc., Traws Merger Sub II, LLC and Trawsfynydd. Upon consummation of the Merger, all of the outstanding shares Trawsfynydd common stock were converted into shares of common stock of the Company, par value $0.01 per share ("Common Stock"), on a 1:20.1291 basis pursuant to the terms of the Merger Agreement.
( 2 )Represents an award of restricted stock units that will vest in four equal annual installments beginning April 1, 2025. Each restricted stock unit will convert into shares of Common Stock on a one-for-one basis.
( 3 )The reported shares are owned directly by TPAV, LLC, a limited liability company of which the reporting person is the sole manager on its Board of Managers. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
( 4 )The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
( 5 )Received in the Merger in exchange for stock options to acquire 188,925 shares of Trawsfynydd common stock with an exercise price of $1.38 per share.
( 6 )Following stockholder approval of the conversion of the Series C Preferred Stock into shares of Common Stock, each share of Series C Preferred Stock will automatically convert into 10,000 shares of Common Stock, subject to certain limitations.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.