Sec Form 4 Filing - TPAV, LLC @ Traws Pharma, Inc. - 2025-04-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
TPAV, LLC
2. Issuer Name and Ticker or Trading Symbol
Traws Pharma, Inc. [ TRAW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
12 PENNS TRAIL
3. Date of Earliest Transaction (MM/DD/YY)
04/02/2025
(Street)
NEWTOWN, PA18940
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/02/2025 J( 1 ) 605,531 ( 2 ) D 0 ( 3 ) D
905,497 ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock ( 4 ) 04/02/2025 J( 1 ) 2,263.7451 ( 5 ) ( 6 ) Common Stock $ 0 ( 1 ) 0 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TPAV, LLC
12 PENNS TRAIL
NEWTOWN, PA18940
X
Savchuk Nikolay
12 PENNS TRAIL
NEWTOWN, PA18940
X Chief Operating Officer
Signatures
/s/ TPAV, LLC, By: Nikolay Savchuk, Manager 04/08/2025
Signature of Reporting Person Date
/s/ Nikolay Savchuck 04/08/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 2, 2025, the TPAV, LLC ("TPAV") disposed of all of the shares of the Issuer's Common Stock and Series C Non-Voting Convertible Preferred Stock ("Series C Preferred Stock") held by TPAV as of such date through a pro rata distribution of such shares to its members, including Nikolay Savchuk. No consideration was paid in connection with such distribution. As a result of the distribution, TPAV is no longer a 10% owner, and therefore is no longer subject to Section 16 in connection with its transactions in the equity securities of the Issuer and will no longer report any such transactions on Form 4 or Form 5. Mr. Savchuk will continue to be subject to Section 16.
( 2 )On September 16, 2024, the Issuer's Board of Directors approved a one-for-twenty-five reverse stock split, which was effective on September 20, 2024. All shares of the Issuer's common stock and all shares of the Issuer's Series C Preferred Stock ("Series C Preferred Stock") reported in this Form 4 are presented on an after-reverse stock split basis.
( 3 )Mr. Savchuk is the sole manager on the Board of Managers of TPAV and also owns a 31% interest in TPAV. As a result of the distribution discussed in footnote 1 hereof, Mr. Savchuk received 170,710 shares of common stock of the Issuer and 638.1904 shares of Series C Preferred Stock of the Issuer and now owns those shares directly.
( 4 )Each share of Series C Preferred Stock is convertible into 400 shares of the Issuer's common stock, subject to an issuance limitation that prohibits the holder from converting such shares of Series C Preferred Stock to the extent that, after giving effect to the issuance of shares of common stock after such conversion, the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates) would beneficially own in excess of 19.99% of the shares of common stock of the Issuer then outstanding (the "Beneficial Ownership Limitation").
( 5 )Following stockholder approval of the conversion of the Series C Preferred Stock into shares of the Issuer's common stock, which was obtained on September 16, 2024, the shares of Series C Preferred are convertible into shares of common stock, subject to the Beneficial Ownership Limitation.
( 6 )The Series C Preferred Stock do not expire.

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