Traws Pharma, Inc. — Major Shareholding Notification 2016

Aug 18, 2016

SC 13G 1 onconova_13gjul292016.htm SC 13G

THE UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Onconova Therapeutics, INC.
(Name of Issuer)
Common
STOCK, $0.01 par value PER SHARE
(Title of Class of Securities)
68232V306
(CUSIP Number)
July
29, 2016
(Date of Event Which Requires Filing of this
Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G 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 in 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. 68232V306
(1) Names of Reporting Persons.
Tyndall Capital Partners, L.P.
(2) Check the Appropriate Box if a Member of a Group	(a) [ ]
	(b) [ ]
(3) SEC Use Only
(4) Citizenship or
Place of Organization: State of Delaware
Number of Shares Beneficially Owned By Each Reporting Person With	(5) Sole Voting Power:	911,456**
	(6) Shared Voting Power:	0**
	(7) Sole Dispositive Power:	911,456**
	(8) Shared Dispositive Power:	0**

(9) Aggregate Amount Beneficially Owned by Each Reporting Person:	911,456**
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
(11) Percent of Class Represented by Amount in Row (9):	13.5%**
(12) Type of Reporting Person (See Instructions): PN

**Based on 6,340,401 shares of common stock, par value $0.01 per share (the “Shares”), of Onconova Therapeutics, Inc. (the “Company”), outstanding as of July 29, 2016. As of July 29, 2016, Tyndall Partners, L.P., a Delaware limited partnership (“Tyndall”) held 520,832 Shares and warrants to purchase up to 390,624 Shares. Tyndall Capital Partners, L.P. is the general partner of Tyndall, and possesses the sole power to vote and the sole power to direct the disposition of all Shares held by Tyndall.

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Item 1(a). Name Of Issuer:
Onconova Therapeutics, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
375 Pheasant Run Newtown, PA 18940
Item 2(a). Name of Person Filing:
Tyndall Capital Partners, L.P.
Item 2(b). Address of Principal Business Office or, if None, Residence:
405 Park Avenue, Suite 1104 New York, New York 10022
Item 2(c). Citizenship:
State of Delaware
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value per share
Item 2(e). CUSIP No.:
68232V306
Item 3. If This Statement Is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
Not Applicable.

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Item 4. Ownership
(a) Amount Beneficially Owned:	911,456**
(b) Percent of Class:	13.5%**
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:	911,456**
(ii) Shared power to vote or to direct the vote:	0**
(iii) Sole power to dispose or to direct the disposition of:	911,456**
(iv) Shared power to dispose or to direct the disposition of:	0**

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**Based on 6,340,401 shares of common stock, par value $0.01 per share (the “Shares”), of Onconova Therapeutics, Inc. (the “Company”), outstanding as of July 29, 2016. As of July 29, 2016, Tyndall Partners, L.P., a Delaware limited partnership (“Tyndall”) held 520,832 Shares and warrants to purchase up to 390,624 Shares. Tyndall Capital Partners, L.P. is the general partner of Tyndall, and possesses the sole power to vote and the sole power to direct the disposition of all Shares held by Tyndall.

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Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. 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.

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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.

August 17, 2016
TYNDALL CAPITAL PARTNERS, L.P.
By:	JEFFREY MANAGEMENT, LLC, its general partner
	By:	/s/ Jeffrey S. Hallis
		Jeffrey S. Hallis
		Manager

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).