Edgar Filing: Sanders Walter Lloyd

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Sanders Walter Lloyd

2. Issuer Name and Ticker or Trading Symbol
GENTA INC DE/ [GETA]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Senior VP, Chief Operating Off

(Last)

(First)

(Middle)

C/O GENTA INCORPORATED, 200 CONNELL DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2009

(Street)

BERKELEY HEIGHTS, NJ 07922

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/31/2009⁽¹⁾⁽²⁾		A		4,412,446	A	⁽³⁾	4,413,365	D

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee's Stock Option (right to buy)

$ 543

08/31/2009

333

⁽⁴⁾

01/16/2016

Common Stock

333

⁽³⁾

Employee's Stock Option (right to buy)

$ 136.89

08/31/2009

100

⁽⁴⁾

01/12/2017

Common Stock

100

⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sanders Walter Lloyd C/O GENTA INCORPORATED 200 CONNELL DRIVE BERKELEY HEIGHTS, NJ 07922			Senior VP, Chief Operating Off

Signatures

/s/W. Lloyd Sanders		09/11/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	On September 4, 2009, the Issuer filed Form S-8 for the Genta Incorporated 2009 Stock Incentive Plan, registering 83,478,929 shares of Genta Incorporated Common Stock, par value $0.001.
(2)	These restricted stock units vest as follows: 367,704 shares on November 21, 2009, 367,704 shares on March 22, 2010, and 367,706 shares on May 17, 2010. In addition 1,103,111 shares vest when the gross revenues of all Products owned or licensed by Genta and then marketed by either Genta or any partner licensed to market or co-market such Products in any calendar year equals or exceeds $100,000,000. The remaining shares will vest in two equal installments on August 31, 2010 and August 31, 2011, respectively.
(3)	On August 31, 2009, the Issuer canceled, pursuant to the issuer's option exchange program (i) 333 options granted to the reporting person on January 16, 2006 and (ii) 100 options granted to the reporting person on January 12, 2007.
(4)	The canceled options vested in four equal annual instalments. See (3) above for respective grant dates.

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