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 *
HYDE JOSEPH R III
  2. Issuer Name and Ticker or Trading Symbol
GTX INC /DE/ [GTXI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
175 TOYOTA PLAZA, 7TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2011
(Street)

MEMPHIS, TN 38103
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 07/01/2011   A   1,722.34 A $ 4.79 10,941,802.11 (1) D  
Common Stock               808,169 (2) I By 2010-1 GRAT
Common Stock               161,633 (3) I By 2010-2 GRAT
Common Stock               769,830 I By 2009-4 GRAT
Common Stock               153,966 I By 2009-5 GRAT
Common Stock               216,462 I By Spouse
Common Stock               410,325 I By Trust
Common Stock               410,324 I By Trust
Common Stock               410,324 I By Trust
Common Stock               144,645 I By Trust
Common Stock               114,350 I By Trust
Common Stock               91,628 I By Pittco Associates, L.P.
Common Stock               3,915,716 I By Pittco Investments, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HYDE JOSEPH R III
175 TOYOTA PLAZA
7TH FLOOR
MEMPHIS, TN 38103
  X   X    

Signatures

 /s/ Henry P. Doggrell, by Power of Attorney   07/05/2011
**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) Includes a distribution of 191,831 shares from the 2010-1 Grantor Retained Annuity Trust on June 15, 2011, and a distribution of 38,367 shares from the 2010-2 Grantor Retained Annuity Trust on June 15, 2011 to the reporting person and represents a change in beneficial ownership.
(2) Excludes the distribution of 191,831 shares from the 2010-1 Grantor Retained Annuity Trust to the reporting person on June 15, 2011 and represents a change in beneficial ownership.
(3) Excludes the distribution of 38,367 shares from the 2010-2 Grantor Retained Annuity Trust to the reporting person on June 15, 2011 and represents a change in beneficial ownership.

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