Sec Form 4 Filing - Hoffman Michael B @ Onconova Therapeutics, Inc. - 2018-08-27

Insider filing report for Changes in Beneficial Ownership
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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
Hoffman Michael B
2. Issuer Name and Ticker or Trading Symbol
Onconova Therapeutics, Inc. [ ONTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
53 EAST 83 STREET
3. Date of Earliest Transaction (MM/DD/YY)
08/27/2018
(Street)
NEW YORK, NY10028
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 08/27/2018 S 20,000 D $ 0.4535 5,811,116 ( 2 ) I By the Michael and Jane Hoffman 2018 Descendants Trust ( 1 )
Common Stock 08/28/2018 S 20,000 D $ 0.4445 5,791,116 ( 2 ) I By the Michael and Jane Hoffman 2018 Descendants Trust ( 1 )
Common Stock 08/28/2018 S 30,000 D $ 0.4569 5,761,116 ( 2 ) I By the Michael and Jane Hoffman 2018 Descendants Trust ( 1 )
Common Stock 08/29/2018 S 29,999.262 D $ 0.4507 5,731,116.738 ( 2 ) I By the Michael and Jane Hoffman 2018 Descendants Trust ( 1 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hoffman Michael B
53 EAST 83 STREET
NEW YORK, NY10028
X
Signatures
/s/ Mark Guerin as attorney-in-fact 08/29/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held for the benefit of the reporting person's descendants. The reporting person's spouse is a trustee of the trust. The reporting person is a general agent of the trust.
( 2 )Includes (i) 19,951 options to purchase shares of Common Stock of the Issuer, which are immediately exercisable or will be exercisable within 60 days of the date hereof; (ii) 5,700,836.738 shares of Common Stock held by the Michael and Jane Hoffman 2018 Descendants Trust, of which Mr. Hoffman is donor (which includes 2,211,765 shares of Common Stock issuable upon the exercise of warrants for 55,294.125 shares of Series B Preferred Stock that convert into shares of Common Stock and 396,633 shares of Common Stock issuable upon the exercise of warrants, all of which are immediately exercisable or exercisable within 60 days hereof); and (iii) 8,453 shares of Common Stock held by the Michael and Jane Hoffman 2013 Descendants Trust (Non-GST Exempt Trust), of which Mr. Hoffman is donor.

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).

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