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13G Filing: Aisling Capital IV, LP and GTx Inc (GTXI)

Published on October 6, 2017 at 12:38 pm by Insider Monkey Staff in Hedge Funds

GTx Inc (NASDAQ:GTXI): Dennis Purcell’s Aisling Capital IV, LP filed an amended 13D.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Aisling Capital IV 1,356,697 0 1,356,697 0 1,356,697 6.2%
Aisling Capital Partners IV 1,356,697 0 1,356,697 0 1,356,697 6.2%
Aisling Capital Partners IV 1,356,697 0 1,356,697 0 1,356,697 6.2%
Steve Elms 0 1,356,697 0 1,356,697 1,356,697 6.2%
Andrew Schiff 0 1,356,697 0 1,356,697 1,356,697 6.2%

Page 1 of 11 – SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
GTx, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
40052B 20 7
(CUSIP Number)
September 29, 2017
(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)
  ☒
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 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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Page 2 of 11 – SEC Filing

CUSIP No. 40052B 20 7
 SCHEDULE 13G
Page 2 of 12
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aisling Capital IV, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  ☒
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
1,356,697
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
1,356,697
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,356,697 (See Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12
TYPE OF REPORTING PERSON
PN

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Page 3 of 11 – SEC Filing

CUSIP No.  40052B 20 7
 SCHEDULE 13G
Page 3 of 12
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aisling Capital Partners IV, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  ☒
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
1,356,697
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
1,356,697
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,356,697 (See Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12
TYPE OF REPORTING PERSON
PN

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Page 4 of 11 – SEC Filing

CUSIP No.  40052B 20 7
 SCHEDULE 13G
Page 4 of 12
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aisling Capital Partners IV LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  ☒
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
1,356,697
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
1,356,697
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,356,697 (See Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12
TYPE OF REPORTING PERSON
OO

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Page 5 of 11 – SEC Filing

CUSIP No.  40052B 20 7
 SCHEDULE 13G
Page 5 of 12
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steve Elms
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  ☒
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,356,697
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,356,697
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,356,697 (See Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12
TYPE OF REPORTING PERSON
IN

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Page 6 of 11 – SEC Filing

CUSIP No.  40052B 20 7
 SCHEDULE 13G
Page 6 of 12
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Andrew Schiff
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  o
(b)  ☒
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
1,356,697
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
1,356,697
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,356,697 (See Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12
TYPE OF REPORTING PERSON
IN

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Page 7 of 11 – SEC Filing

CUSIP No.  40052B 20 7
 SCHEDULE 13G
Page 7 of 12
ITEM 1.
(a)
Name of Issuer:
GTx, Inc. (the “Issuer”)
(b)
Address of Issuer’s Principal Executive Offices:
175 Toyota Plaza, 7th Floor, Memphis, Tennessee 38103
ITEM 2.
(a)
Name of Person Filing:
This Schedule 13G (this “Statement”) is being filed by the following persons (collectively, the “Reporting Persons”):
(i)
Aisling Capital IV, LP, a Delaware limited partnership (“Aisling”);
(ii)
Aisling Capital Partners IV, LP, a Delaware limited partnership (“Aisling Partners”), a general partner of Aisling;
(iii)
Aisling Capital Partners IV LLC, a Delaware limited liability company (“Aisling Partners GP”), a general partner of Aisling Partners;
(iv)
Mr. Steve Elms, a managing member of Aisling Partners GP;
(v)
Mr. Andrew Schiff, a managing member of Aisling Partners GP.
(b)
Address of Principal Business Office, or if None, Residence:
The address of the principal business offices of each of the Reporting Persons is 888 Seventh Avenue, 12th Floor, New York, New York 10106.
(c)
Citizenship:
(i)        Aisling – a Delaware limited partnership
(ii)       Aisling Partners – a Delaware limited partnership
(iii)      Aisling Partners GP – a Delaware limited liability company
(iv)      Mr. Elms – United States
(v)       Mr. Schiff – United States
(d)
Title of Class of Securities:
Common Stock, par value $0.001 per share (the “Common Stock”).
(e)
CUSIP Number:
40052B 20 7
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:
(a)
[__]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
(b)
[__]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
(c)
[__]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
(d)
[__]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
(e)
[__]  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)
(f)
[__]  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[__]  A Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)
[__]  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
(i)
[__]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
(j)
[__]  A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k)
[__]  Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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Page 8 of 11 – SEC Filing

CUSIP No.  40052B 20 7
 SCHEDULE 13G
Page 9 of 12
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The partners of Aisling have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Common Stock held for the account of Aisling in accordance with their ownership interests in Aisling.
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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.
CERTIFICATIONS.
By signing below I hereby 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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Page 9 of 11 – SEC Filing

CUSIP No.  40052B 20 7
 SCHEDULE 13G
Page 10 of 12
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:  October 5, 2017
AISLING CAPITAL IV, LP
By: Aisling Capital Partners IV, LP,
As its General Partner
By: Aisling Capital Partners IV LLC,
As its General Partner
By:
/s/ Andrew Schiff
Name: Andrew Schiff
Title:   Managing Member
AISLING CAPITAL PARTNERS IV, LP
By: Aisling Capital Partners IV LLC,
As its General Partner
By:
/s/ Andrew Schiff
Name: Andrew Schiff
Title:   Managing Member
AISLING CAPITAL PARTNERS IV LLC
By:
/s/ Andrew Schiff
Name: Andrew Schiff
Title:   Managing Member
STEVE ELMS
By:
/s/ Steve Elms
ANDREW SCHIFF
By:
/s/ Andrew Schiff

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Page 10 of 11 – SEC Filing

CUSIP No. 40052B 20 7
 SCHEDULE 13G
Page 11 of 12
EXHIBIT INDEX
Exhibit 1.
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

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Page 11 of 11 – SEC Filing

CUSIP No. 40052B 20 7
 SCHEDULE 13G
Page 12 of 12
EXHIBIT 1
JOINT FILING AGREEMENT
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13G to which this Agreement is attached as an Exhibit, and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned.  This Agreement may be executed in one or more counterparts.
Date: October 5, 2017
AISLING CAPITAL IV, LP
By: Aisling Capital Partners IV, LP,
As its General Partner
By: Aisling Capital Partners IV LLC,
As its General Partner
By:
/s/ Andrew Schiff
Name: Andrew Schiff
Title:   Managing Member
AISLING CAPITAL PARTNERS IV, LP
By: Aisling Capital Partners IV LLC,
As its General Partner
By:
/s/ Andrew Schiff
Name: Andrew Schiff
Title:   Managing Member
AISLING CAPITAL PARTNERS IV LLC
By:
/s/ Andrew Schiff
Name: Andrew Schiff
Title:   Managing Member
STEVE ELMS
By:
/s/ Steve Elms
ANDREW SCHIFF
By:
/s/ Andrew Schiff

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