Edgar Filing: Onconova Therapeutics, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Kumar Ramesh

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2013

3. Issuer Name and Ticker or Trading Symbol
Onconova Therapeutics, Inc. [ONTX]

(Last)

(First)

(Middle)

C/O ONCONOVA THERAPEUTICS, INC.,Â 375 PHEASANT RUN

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEWTOWN,Â PAÂ 18940

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	92,911	D	Â
Common Stock	150,037	I	By the Ramesh Kumar 2012 Trust ⁽¹²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	4,667	$ ⁽¹⁾	D	Â
Series B Convertible Preferred Stock	Â ⁽²⁾	Â ⁽²⁾	Common Stock	20,645	$ ⁽²⁾	D	Â
Series C Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	983	$ ⁽³⁾	D	Â
Series D Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	2,209	$ ⁽⁴⁾	D	Â
Series E Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	1,084	$ ⁽⁵⁾	D	Â
Series F Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	500	$ ⁽⁶⁾	D	Â
Series G Convertible Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	765	$ ⁽⁷⁾	D	Â
Series H Convertible Preferred Stock	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	500	$ ⁽⁸⁾	D	Â
Series I Convertible Preferred Stock	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Stock	100	$ ⁽⁹⁾	D	Â
Stock Option (right to purchase)	12/31/2005	01/01/2016	Common Stock	5,256	$ 2.67	D	Â
Stock Option (right to purchase)	03/31/2011	04/01/2017	Common Stock	105,026	$ 6	D	Â
Stock Option (right to purchase)	03/17/2010	03/17/2020	Common Stock	18,754	$ 5.76	D	Â
Stock Option (right to purchase)	Â ⁽¹⁰⁾	03/17/2020	Common Stock	75,018	$ 5.76	D	Â
Stock Option (right to purchase)	12/10/2010	12/10/2020	Common Stock	52,513	$ 6.13	D	Â
Stock Option (right to purchase)	12/05/2011	12/05/2021	Common Stock	10,335	$ 6.13	D	Â
Stock Option (right to purchase)	12/18/2012	12/19/2022	Common Stock	93,773	$ 13.28	D	Â
Stock Option (right to purchase)	Â ⁽¹¹⁾	12/19/2022	Common Stock	93,773	$ 13.28	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kumar Ramesh C/O ONCONOVA THERAPEUTICS, INC. 375 PHEASANT RUN NEWTOWN,Â PAÂ 18940	Â X	Â	Â President and CEO	Â

Signatures

/s/ Ramesh Kumar		07/24/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	The convertible preferred stock is convertible at any time, at the holder's election, and is automatically convertible immediately prior to the consummation of the Issuer's initial public offering on a 0.80-for-1 basis and has no expiration date.
(2)	The convertible preferred stock is convertible at any time, at the holder's election, and is automatically convertible immediately prior to the consummation of the Issuer's initial public offering on a 0.85-for-1 basis and has no expiration date.
(3)	The convertible preferred stock is convertible at any time, at the holder's election, and is automatically convertible immediately prior to the consummation of the Issuer's initial public offering on a 0.75-for-1 basis and has no expiration date.
(4)	The convertible preferred stock is convertible at any time, at the holder's election, and is automatically convertible immediately prior to the consummation of the Issuer's initial public offering on a 0.75-for-1 basis and has no expiration date.
(5)	The convertible preferred stock is convertible at any time, at the holder's election, and is automatically convertible immediately prior to the consummation of the Issuer's initial public offering on a 0.75-for-1 basis and has no expiration date.
(6)	The convertible preferred stock is convertible at any time, at the holder's election, and is automatically convertible immediately prior to the consummation of the Issuer's initial public offering on a 0.77-for-1 basis and has no expiration date.
(7)	The convertible preferred stock is convertible at any time, at the holder's election, and is automatically convertible immediately prior to the consummation of the Issuer's initial public offering on a 0.75-for-1 basis and has no expiration date
(8)	The convertible preferred stock is convertible at any time, at the holder's election, and is automatically convertible immediately prior to the consummation of the Issuer's initial public offering on a 0.75-for-1 basis and has no expiration date.
(9)	The convertible preferred stock is convertible at any time, at the holder's election, and is automatically convertible immediately prior to the consummation of the Issuer's initial public offering on a 0.75-for-1 basis and has no expiration date.
(10)	This option, representing a right to purchase a total of 75,018 shares of Common Stock, is immediately exercisable and vests over 4 years from March 17, 2010, with 25% vesting on March 17, 2011 and 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date.
(11)	This option, representing a right to purchase a total of 93,773 shares of Common Stock, is immediately exercisable and vests over 4 years from December 18, 2012, with 25% vesting on December 18, 2013 and 75% vesting in 36 equal monthly installments thereafter, subject to continued service to the Issuer through each vesting date
(12)	The reporting person is the trustee of the trust.

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