Sec Form 4 Filing - VINCENT RICHARD G @ Oncternal Therapeutics, Inc. - 2023-10-02

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

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1. Name and Address of Reporting Person VINCENT RICHARD G 2. Issuer Name and Ticker or Trading Symbol Oncternal Therapeutics, Inc. [ ONCT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 12230 EL CAMINO REAL, SUITE 230 3. Date of Earliest Transaction (MM/DD/YY) 10/02/2023 (Street) SAN DIEGO, CA92130 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

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 $ 5.76 10/02/2023 D 75,000 ( 1 ) 09/12/2029 Common Stock 75,000 ( 2 ) 0 D Stock Option $ 3.33 10/02/2023 D 35,120 ( 1 ) 03/17/2030 Common Stock 35,120 ( 2 ) 0 D Stock Option $ 7.05 10/02/2023 D 280,000 ( 3 ) 02/11/2031 Common Stock 280,000 ( 2 ) 0 D Stock Option $ 1.94 10/02/2023 D 109,579 ( 4 ) 01/20/2032 Common Stock 109,579 ( 2 ) 0 D Stock Option $ 1.04 10/02/2023 D 28,750 ( 5 ) 07/28/2032 Common Stock 28,750 ( 2 ) 0 D Stock Option $ 0.96 10/02/2023 D 210,000 ( 6 ) 02/21/2033 Common Stock 210,000 ( 2 ) 0 D Stock Option $ 0.31 ( 7 ) 10/02/2023 A 75,000 ( 1 ) 09/12/2029 Common Stock 75,000 ( 2 ) 75,000 D Stock Option $ 0.31 ( 7 ) 10/02/2023 A 35,120 ( 1 ) 03/17/2030 Common Stock 35,120 ( 2 ) 35,120 D Stock Option $ 0.31 ( 7 ) 10/02/2023 A 280,000 ( 3 ) 02/11/2031 Common Stock 280,000 ( 2 ) 280,000 D Stock Option $ 0.31 ( 8 ) 10/02/2023 A 109,597 ( 4 ) 01/20/2032 Common Stock 109,597 ( 2 ) 109,597 D Stock Option $ 0.31 ( 8 ) 10/02/2023 A 28,750 ( 5 ) 07/28/2032 Common Stock 28,750 ( 2 ) 28,750 D Stock Option $ 0.31 ( 8 ) 10/02/2023 A 210,000 ( 6 ) 02/21/2033 Common Stock 210,000 ( 2 ) 210,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VINCENT RICHARD G 12230 EL CAMINO REAL, SUITE 230 SAN DIEGO, CA92130 Chief Financial Officer Signatures /s/Chase C. Leavitt, Attorney-in-fact 10/04/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares subject to the option (the "Option Shares") are fully vested. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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). ( 6 )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. ( 7 )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. ( 8 )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.

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