Filing Details

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

This Amendment No. 11 to Schedule 13D (this “Amendment”) is being filed in order to report the transfer of 55,938 shares (the “Transferred Shares”) of common stock, $0.001 par value per share (“Common Stock”), of Oncternal Therapeutics, Inc., a Delaware corporation (the “Company” or the “Issuer”) from Pittco Investments, L.P., a Delaware limited partnership (“Pittco Investments”) to the J. R. Hyde III, Family Foundation, a nonprofit Tennessee corporation (the “Foundation”).  This transfer of the Transferred Shares was effected on July 31, 2019 in connection with the dissolution of Pittco Investments in accordance with the terms of its partnership agreement.

Item 1.

Security and Issuer

The class of equity securities to which this Amendment relates is the Issuer’s common stock, $0.001 par value per share.  The Issuer is Oncternal Therapeutics, Inc., a Delaware corporation and its principal executive offices are located at 12230 El Camino Real, Suite 300, San Diego, California 92130.

Item 2.

Identity and Background

Item 3.

Source and Amount of Funds or Other Consideration

On July 31, 2019, Pittco Investments transferred the Transferred Shares to the Foundation.  This transfer was effected without consideration.

Item 4.

Purpose of Transaction

The dissolution of Pittco Investments and the resulting transfer of the Transferred Shares from Pittco Investments to the Foundation was required as a result of certain aspects of Mr. Hyde’s estate and tax planning.

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)

A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;

(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

(f)

Any other material change in the Issuer’s business or corporate structure;

(g)

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities or the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

(j)

Any action similar to any of those enumerated above.

Item 5.

Interest in Securities of the Issuer

(a)

The aggregate number of shares of Common Stock beneficially owned by Mr. Hyde (or which Mr. Hyde may be deemed to beneficially own) includes:

i.

895,054 shares of Common Stock owned by Mr. Hyde;

ii.

3,092 shares of Common Stock owned by Mr. Hyde’s spouse;

iii.

2,076 shares of Common Stock held by Pittco Associates III, L.P.;

iv.

55,938 shares of Common Stock held by the Foundation, as to which Mr. Hyde, as a member of the Board of Trustees of the Foundation, shares voting and dispositive power but disclaims beneficial ownership;

v.

26,351 shares of Common Stock held by trusts for the benefit of Mr. Hyde’s children (the “Family Trusts”);

vi.

350,640 shares of Common Stock issuable upon exercise of a warrant acquired by Mr. Hyde on November 14, 2014 (the “2014 Warrant”); and

vii.

96,907 shares of Common Stock issuable upon exercise of a warrant acquired by Mr. Hyde on September 29, 2017 (the “2017 Warrant” and together with the 2014 Warrant, the “Warrants”).

i.

Mr. Hyde has sole power to vote or to direct the vote as to, and sole power to dispose or direct the disposition of, 1,344,677 shares of Common Stock, which includes 895,054 shares of Common Stock owned by Mr. Hyde, 2,076 shares of Common Stock held by Pittco Associates III, L.P., an entity controlled by Mr. Hyde, and 447,547 shares of Common Stock issuable upon exercise of the Warrants.

ii.

Mr. Hyde shares the power to vote or to direct the vote as to, and the power to dispose or direct the disposition of, 26,351 shares of Common Stock held by the Family Trusts, 55,938 shares of Common Stock held by the Foundation, as to which Mr. Hyde, as a member of the Board of Trustees of the Foundation, shares voting and dispositive power but disclaims beneficial ownership, and 3,092 shares of Common Stock owned by Mr. Hyde’s spouse.

iii.

As the trustee of the Family Trusts, John Pontius (“Mr. Pontius”) shares the power to vote or to direct the vote as to, and the power to dispose or direct the disposition of, the 26,351 shares of Common Stock held by the Family Trusts. Mr. Pontius is President of Pittco Management, LLC (business and investment management), which is owned 100% by Mr. Hyde. Mr. Pontius’ business address is the same as that of Mr. Hyde: 17 West Pontotoc Ave., Suite 100, Memphis, Tennessee 38103. Mr. Pontius is a citizen of the United States.

iv.

During the last five years, Mr. Pontius has not been convicted in a criminal proceeding, nor has he 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.

(c)

During the last 60 days, Mr. Hyde not acquired any securities of the Issuer.

(d)

Except for persons described above in paragraph (b) of this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of any shares of Common Stock, other than Mr. Hyde’s spouse and the Foundation.

(e)

Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer

Item 7.

Materials to be Filed as Exhibits