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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
(Name of Issuer)
Common
Stock, Par Value $0.001
(Title of Class of Securities)
(CUSIP Number)
John
Hofmann Pontius
17 West Pontotoc Ave., Suite 200
Memphis, TN
38103
(901) 685-3412
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Bass, Berry & Sims
PLC
100 Peabody Place, Suite 900
(901) 543-5900
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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 control
number.
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Item 1. |
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Security and Issuer. |
This statement relates to the common stock, $0.001 par value per share (Common Stock),
issued by GTx, Inc. (the Company or the Issuer) whose principal executive offices are located
at 3 N. Dunlap, Van Vleet Building, Memphis, Tennessee 38163.
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Item 2. |
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Identity and Background. |
(a) |
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The name of the person filing this statement is John Hofmann Pontius (Mr. Pontius), with
respect to shares of Common Stock of GTx, Inc. |
(b) |
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The business address of Mr. Pontius is 17 West Pontotoc Ave., Suite 200, Memphis, TN 38103. |
(c) |
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The principal occupation of Mr. Pontius is investment and business management. He serves as
President of Pittco Management LLC, located at 17 West Pontotoc Ave., Suite 200, Memphis, TN
38103. |
(d) |
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During the last five years, Mr. Pontius has not been convicted in a criminal proceeding. |
(e) |
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During the last five years, Mr. Pontius has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. |
(f) |
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Mr. Pontius is a United States citizen. |
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Item 3. |
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Source and Amount of Funds or Other Consideration. |
On December 1, 2008, J.R. Hyde, III (Mr. Hyde), a director of the Company, received 518,442
shares of Common Stock as a distribution from one of his grantor retained annuity trusts (2006-2
GRAT) for which Mr. Pontius is the trustee. These shares were previously beneficially owned by Mr.
Pontius, as trustee, and now are owned directly by Mr. Hyde. The shares, which were previously
contributed to the 2006-2 GRAT on November 20, 2006, were obtained by Mr. Hyde with personal funds
prior to the Companys IPO on February 2, 2004 (the IPO).
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Item 4. |
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Purpose of Transaction. |
Mr. Pontius and each of the parties described acquired the shares of Common Stock for
investment purposes, and Mr. Pontius and each party intend to evaluate the performance of such
securities as an investment in the ordinary course of business. Neither Mr. Pontius nor any of the
parties described has any plans or proposals which relate or could result in:
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(a) |
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The acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer; |
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(b) |
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An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; |
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(c) |
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A sale or transfer of a material amount of assets of the Issuer or of any of
its subsidiaries; |