UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
(Amendment No. 3)
GTx, Inc.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
40052B108
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(CUSIP Number)
December 31, 2008
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
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).
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CUSIP No. 40052B108 13G Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Larry N. Feinberg
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
5,100
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 2,825,232
OWNED BY ------ ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 5,100
WITH ------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
2,825,232
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,830,332
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
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12 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 40052B108 13G Page 3 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oracle Investment Management, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
-------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,824,138
OWNED BY ------ ----------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH ------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,824,138
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,824,138
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
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12 TYPE OF REPORTING PERSON*
CO
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This Amendment No. 3 to Schedule 13G (this "Amendment No. 3") is being filed
with respect to the Common Stock, par value $0.001 ("Common Stock") of GTx,
Inc., a Delaware corporation (the "Company"), to amend the Schedule 13G filed on
February 9, 2005, as previously amended by Amendment No. 1, filed on February 7,
2006, and by Amendment No. 2, filed on February 15, 2008 (as so amended, the
"Schedule 13G"), in accordance with the annual amendment requirements and to
update ownership information not previously reported through filings on Schedule
13G. This Amendment No. 3 also reports that Oracle Investment Management, Inc.
once again holds in excess of five percent of the total outstanding Common
Stock. Capitalized terms used but not defined herein have the meaning ascribed
thereto in the Schedule 13G.
Item 2(a): Name of Person Filing:
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Item 2(a) of the Schedule 13G is hereby amended and restated as follows:
This statement is filed by:
(i) Oracle Investment Management, Inc., a Delaware corporation ("Oracle
Investment Management"), which serves as the investment manager and
has investment discretion over the securities held by certain
investment funds and/or managed accounts (the "Managed Funds"). Oracle
Investment Management directly owns certain shares of Common Stock and
may be deemed to indirectly beneficially own shares of Common Stock
directly owned by the Managed Funds; and
(ii) Mr. Larry N. Feinberg ("Mr. Feinberg"), who (A) is the sole
shareholder and president of Oracle Investment Management, (B) serves
as the senior managing member of Oracle Associates, LLC, a Delaware
limited liability company ("Oracle Associates"), which serves as the
general partner of certain investment funds and/or managed accounts
(together with the Managed Funds, the "Funds"), (C) is the trustee of
The Feinberg Family Foundation (the "Foundation"), and (D) is the
trustee of certain trusts or the manager of certain trusts where a
relative serves as trustee (the "Trusts"). Mr. Feinberg directly owns
(individually and as trustee of the Foundation and certain of the
Trusts) certain shares of Common Stock and may be deemed to indirectly
beneficially own shares of Common Stock, by virtue of the foregoing
relationships, directly owned by the Funds and certain of the Trusts.
The foregoing persons are hereinafter sometimes collectively referred to as
the "Reporting Persons." Any disclosures herein with respect to persons other
than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
-4-
Item 4: Ownership:
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Item 4 of the Schedule 13G is hereby amended and restated as follows:
I. Current Ownership.
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The beneficial ownership of Common Stock by the Reporting Persons, as of the
date of this Amendment No. 3, is as follows:
A. Larry N. Feinberg
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(a) Amount beneficially owned: 2,830,332.
(b) Percent of class: 7.8%. The percentages used herein and in the rest of
this Amendment No. 3, with the exception of Section II of this Item 4, are
calculated based upon a total of 36,418,234 shares of Common Stock issued and
outstanding as of May 6, 2009, as reported in the Company's Quarterly Report on
Form 10-Q for the period ended March 31, 2009.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 5,100
(ii) Shared power to vote or direct the vote: 2,825,232
(iii) Sole power to dispose or direct the disposition: 5,100
(iv) Shared power to dispose or direct the disposition: 2,825,232
B. Oracle Investment Management, Inc.
----------------------------------
(a) Amount beneficially owned: 1,824,138.
(b) Percent of class: 5.0%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,824,138
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,824,138
II. December 31, 2008 Ownership.
---------------------------
The beneficial ownership of Common Stock by the Reporting Persons, as of
December 31, 2008, is as follows:
A. Larry N. Feinberg
-----------------
(a) Amount beneficially owned: 3,339,950.
(b) Percent of class: 9.2%. The percentages used in this Section II of
Item 4 are calculated based upon a total of 36,366,216 shares of Common Stock
issued and outstanding as of November 3, 2008, as reported in the Company's
Quarterly Report on Form 10-Q for the period ended September 30, 2008.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 8,600
(ii) Shared power to vote or direct the vote: 3,331,350
(iii) Sole power to dispose or direct the disposition: 8,600
(iv) Shared power to dispose or direct the disposition: 3,331,350
-5-
B. Oracle Investment Management, Inc.
----------------------------------
(a) Amount beneficially owned: 1,955,985.
(b) Percent of class: 5.4%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 1,955,985
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 1,955,985
Item 5: Ownership of Five Percent or Less of a Class:
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Item 5 of the Schedule 13G is hereby amended and restated as follows:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [ ]
Item 10: Certification:
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Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
-6-
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED: May 20, 2009
/s/ Larry N. Feinberg
-----------------------------------
Larry N. Feinberg
ORACLE INVESTMENT MANAGEMENT, INC.
By: /s/ Larry N. Feinberg
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Name: Larry N. Feinberg
Title: President
[SIGNATURE PAGE TO AMENDMENT NO. 3 TO SCHEDULE 13G WITH RESPECT TO GTX, INC.]