SEC FORM 3

SEC FORM 3 SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Krishnan Rajesh

(Last)

(First)

(Middle)

12230 EL CAMINO REAL, SUITE 300

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/25/2021

3. Issuer Name and Ticker or Trading Symbol
Oncternal Therapeutics, Inc. [ ONCT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Technology Officer

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options	⁽¹⁾	08/12/2029	Common Stock	75,000	4.3	D
Stock Options	⁽²⁾	09/12/2029	Common Stock	40,000	5.76	D
Stock Options	⁽³⁾	03/17/2030	Common Stock	12,470	3.33	D
Stock Options	⁽⁴⁾	01/06/2031	Common Stock	160,000	4.59	D

Explanation of Responses:

1. One quarter of the shares subject to the stock options vested on August 12, 2020, and the remaining shares subject to the option vest in 36 equal monthly installments over the three-year period thereafter, subject to the Reporting Person's continued employment or service with the Issuer on each such date.

2. One quarter of the shares subject to the stock options vested on September 12, 2020, and the remaining shares subject to the option vest in 36 equal monthly installments over the three-year period thereafter, subject to the Reporting Person's continued employment or service with the Issuer on each such date.

3. Shares subject to the stock options vested in full on March 17, 2020.

4. One quarter of the shares subject to the stock options vest on January 6, 2022, and the remaining shares subject to the option vest in 36 equal monthly installments over the three-year period thereafter, subject to the Reporting Person's continued employment or service with the Issuer on each such date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/Chase C. Leavitt, Attorney-in-fact	05/27/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

SEC Form 3 filed by Krishnan Rajesh