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 MEHTA VIREN

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
_____ Officer (give title below)	_____ Other (specify below)

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	11,650	D	Â

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 B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	87,470 ⁽²⁾	$ ⁽¹⁾	D	Â
Series B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	8,020	$ ⁽¹⁾	I	By Viram Foundation ⁽³⁾
Series B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	5,488	$ ⁽¹⁾	I	By Mehta Partners LLC ⁽⁴⁾
Series B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,245	$ ⁽¹⁾	I	By Mehta Partners LLC FBO Jean Kiss Marie IRA ⁽⁵⁾
Series C Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	1,030	$ ⁽⁶⁾	I	By Viram Foundation ⁽³⁾
Series C Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	2,270	$ ⁽⁶⁾	I	By Mehta Partners LLC ⁽⁴⁾
Series C Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	460	$ ⁽⁶⁾	I	By Mehta Partners LLC FBO Jean Kiss Marie IRA ⁽⁵⁾
Series D Convertible Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	1,007	$ ⁽⁷⁾	I	By Viram Foundation ⁽³⁾
Series D Convertible Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	2,296	$ ⁽⁷⁾	I	By Mehta Partners LLC ⁽⁴⁾
Series D Convertible Preferred Stock	Â ⁽⁷⁾	Â ⁽⁷⁾	Common Stock	451	$ ⁽⁷⁾	I	By Mehta Partners LLC FBO Jean Kiss Marie IRA ⁽⁵⁾
Series E Convertible Preferred Stock	Â ⁽⁸⁾	Â ⁽⁸⁾	Common Stock	10,246	$ ⁽⁸⁾	D	Â
Series I Convertible Preferred Stock	Â ⁽⁹⁾	Â ⁽⁹⁾	Common Stock	22,771 ⁽¹⁰⁾	$ ⁽⁹⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MEHTA VIREN C/O ONCONOVA THERAPEUTICS, INC. 375 PHEASANT RUN NEWTOWN,Â PAÂ 18940	Â X	Â	Â	Â

Signatures

/s/ Ajay Bansal, as attorney in fact		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 0.85-for-1 basis and has no expiration date.
(2)	Includes 13,454 shares held jointly with spouse.
(3)	The reporting person is trustee of Viram Foundation.
(4)	The reporting person is managing member of Mehta Partners LLC.
(5)	The reporting Person is trustee of Mehta Partners LLC FBO Jean Kiss Marie IRA.
(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 0.75-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)	Shares held jointly with spouse.

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