Form 4 for TRAW Traws Pharma, Inc.
Accepted 2024-04-03 00:00:00 ET · period of report 2024-04-01 · accession 0000929638-24-001358 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2024-04-03 | 2024-04-01 | TRAW | Dukes Iain D. | Executive COB, Dir | A - Grant | — | +1.65M | 1.65M | New | — |
| DM | 2024-04-03 | 2024-04-01 | TRAW | Dukes Iain D. | Executive COB, Dir | A - Grant | — | +134.2K | 66.7K | New | — |
| DM | 2024-04-03 | 2024-04-01 | TRAW | Dukes Iain D. | Executive COB, Dir | A - Grant | — | +3.80M | 3.80M | New | — |
| DI | 2024-04-03 | 2024-04-01 | TRAW | Dukes Iain D. | Executive COB, Dir | A - Grant | — | +4,801 | 4,801 | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-04-01 | A | A | 1,645,100 | — | 1,645,100 | I | — | — | (F4) Received in the Merger in exchange for stock options to acquire 188,925 shares of Trawsfynydd common stock with an exercise price of $1.38 per share. (F1) Received in exchange for shares of common stock of Trawsfynydd Therapeutics, Inc. ("Trawsfynydd") in connection with the acquisition (the "Merger") by Traws Pharma, Inc. (f/k/a Onconova Therapeutics, Inc., the "Company") of Trawsfynydd in accordance with the terms of an Agreement and Plan of Merger, dated April 1, 2024 (the "Merger Agreement"), by and among the Company, Traws Merger Sub I, Inc., Traws Merger Sub II, LLC and Trawsfynydd. Upon consummation of the Merger, all of the outstanding shares Trawsfynydd common stock were converted into shares of common stock of the Company, par value $0.01 per share ("Common Stock"), on a 1:20.1291 basis pursuant to the terms of the Merger Agreement. (F3) The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 2 | Common | Common Stock | 2024-04-01 | A | A | 67,550 | — | 134,187 | D | — | — | (F2) Represents an award of restricted stock units that will vest in four equal annual installments beginning April 1, 2025. Each restricted stock unit will convert into shares of Common Stock on a one-for-one basis. |
| 3 | Common | Common Stock | 2024-04-01 | A | A | 66,687 | — | 66,687 | D By Viriom, Inc. | — | — | (F1) Received in exchange for shares of common stock of Trawsfynydd Therapeutics, Inc. ("Trawsfynydd") in connection with the acquisition (the "Merger") by Traws Pharma, Inc. (f/k/a Onconova Therapeutics, Inc., the "Company") of Trawsfynydd in accordance with the terms of an Agreement and Plan of Merger, dated April 1, 2024 (the "Merger Agreement"), by and among the Company, Traws Merger Sub I, Inc., Traws Merger Sub II, LLC and Trawsfynydd. Upon consummation of the Merger, all of the outstanding shares Trawsfynydd common stock were converted into shares of common stock of the Company, par value $0.01 per share ("Common Stock"), on a 1:20.1291 basis pursuant to the terms of the Merger Agreement. (F3) The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 4 | Derivative | Series C Preferred Stock | 2024-04-01 | A | A | 194.62 | — | 194.62 | D | — · — to — | 1,946,223 Common Stock | (F5) Following stockholder approval of the conversion of the Series C Preferred Stock into shares of Common Stock, each share of Series C Preferred Stock will automatically convert into 10,000 shares of Common Stock, subject to certain limitations. |
| 5 | Derivative | Series C Preferred Stock | 2024-04-01 | A | A | 4,801.11 | — | 4,801.11 | I | — · — to — | 48,011,144 Common Stock | (F3) The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. (F5) Following stockholder approval of the conversion of the Series C Preferred Stock into shares of Common Stock, each share of Series C Preferred Stock will automatically convert into 10,000 shares of Common Stock, subject to certain limitations. |
| 6 | Derivative | Stock Option (right to purchase) | 2024-04-01 | A | A | 3,802,890 | — | 3,802,890 | D By Viriom, Inc. | $0.07 · 2023-11-01 to 2033-10-31 | 3,802,890 Common Stock | (F4) Received in the Merger in exchange for stock options to acquire 188,925 shares of Trawsfynydd common stock with an exercise price of $1.38 per share. (F3) The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |