BREITMEYER JAMES B 4

4 · Oncternal Therapeutics, Inc. · Filed Oct 4, 2023

Insider Transaction Report

Form 4

Period: 2023-10-02

Oncternal Therapeutics, Inc.ONCT

BREITMEYER JAMES B

DirectorPresident, CEO

Transactions

Disposition to Issuer
Stock Option
2023-10-02−66,890→ 0 total
Exercise: $3.33Exp: 2030-03-17→ Common Stock (66,890 underlying)
Disposition to Issuer
Stock Option
2023-10-02−637,000→ 0 total
Exercise: $1.94Exp: 2032-01-20→ Common Stock (637,000 underlying)
Disposition to Issuer
Stock Option
2023-10-02−650,000→ 0 total
Exercise: $0.96Exp: 2033-02-21→ Common Stock (650,000 underlying)
Award
Stock Option
2023-10-02+100,000→ 100,000 total
Exercise: $0.31Exp: 2029-09-12→ Common Stock (100,000 underlying)
Award
Stock Option
2023-10-02+66,890→ 66,890 total
Exercise: $0.31Exp: 2030-03-17→ Common Stock (66,890 underlying)
Disposition to Issuer
Stock Option
2023-10-02−750,000→ 0 total
Exercise: $7.05Exp: 2031-02-11→ Common Stock (750,000 underlying)
Award
Stock Option
2023-10-02+123,750→ 123,750 total
Exercise: $0.31Exp: 2032-07-28→ Common Stock (123,750 underlying)
Disposition to Issuer
Stock Option
2023-10-02−165,000→ 0 total(indirect: By Spouse)
Exercise: $1.94Exp: 2032-01-20→ Common Stock (165,000 underlying)
Award
Stock Option
2023-10-02+7,000→ 7,000 total(indirect: By Spouse)
Exercise: $0.31Exp: 2031-01-27→ Common Stock (7,000 underlying)
Award
Stock Option
2023-10-02+2,000→ 2,000 total(indirect: By Spouse)
Exercise: $0.31Exp: 2031-02-21→ Common Stock (2,000 underlying)
Disposition to Issuer
Stock Option
2023-10-02−100,000→ 0 total
Exercise: $5.76Exp: 2029-09-12→ Common Stock (100,000 underlying)
Disposition to Issuer
Stock Option
2023-10-02−123,750→ 0 total
Exercise: $1.04Exp: 2032-07-28→ Common Stock (123,750 underlying)
Award
Stock Option
2023-10-02+750,000→ 750,000 total
Exercise: $0.31Exp: 2031-02-11→ Common Stock (750,000 underlying)
Disposition to Issuer
Stock Option
2023-10-02−22,000→ 0 total(indirect: By Spouse)
Exercise: $4.13Exp: 2030-01-07→ Common Stock (22,000 underlying)
Disposition to Issuer
Stock Option
2023-10-02−7,000→ 0 total(indirect: By Spouse)
Exercise: $5.33Exp: 2031-01-27→ Common Stock (7,000 underlying)
Award
Stock Option
2023-10-02+637,000→ 637,000 total
Exercise: $0.31Exp: 2032-01-20→ Common Stock (637,000 underlying)
Award
Stock Option
2023-10-02+650,000→ 650,000 total
Exercise: $0.31Exp: 2033-02-21→ Common Stock (650,000 underlying)
Disposition to Issuer
Stock Option
2023-10-02−2,000→ 0 total(indirect: By Spouse)
Exercise: $7.48Exp: 2031-02-21→ Common Stock (2,000 underlying)
Disposition to Issuer
Stock Option
2023-10-02−65,000→ 0 total(indirect: By Spouse)
Exercise: $0.96Exp: 2033-02-21→ Common Stock (65,000 underlying)
Award
Stock Option
2023-10-02+12,500→ 12,500 total(indirect: By Spouse)
Exercise: $0.31Exp: 2023-07-28→ Common Stock (12,500 underlying)
Disposition to Issuer
Stock Option
2023-10-02−12,500→ 0 total(indirect: By Spouse)
Exercise: $1.04Exp: 2023-07-28→ Common Stock (22,000 underlying)
Award
Stock Option
2023-10-02+22,000→ 12,240 total(indirect: By Spouse)
Exercise: $0.31Exp: 2030-01-07→ Common Stock (12,240 underlying)
Award
Stock Option
2023-10-02+165,000→ 165,000 total(indirect: By Spouse)
Exercise: $0.31Exp: 2032-01-20→ Common Stock (165,000 underlying)
Award
Stock Option
2023-10-02+65,000→ 65,000 total(indirect: By Spouse)
Exercise: $0.31Exp: 2033-02-21→ Common Stock (65,000 underlying)

Footnotes (10)

[F1]The shares subject to the option (the "Option Shares") are fully vested.
[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.
[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.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION