Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Shackelford Jason T
 2. Date of Event Requiring Statement (Month/Day/Year)
12/20/2013		 3. Issuer Name and Ticker or Trading Symbol
GTX INC /DE/ [GTXI]
(Last)
(First)
(Middle)
175 TOYOTA PLAZA, 7TH FLOOR		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Principal Accounting Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MEMPHIS, TN 38103		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 50,000 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Nonstatutory Stock Option (Right to Buy)   (2) 07/23/2017 Common Stock 15,000 $ 15.59 D  
Nonstatutory Stock Option (Right to Buy)   (2) 12/31/2017 Common Stock 10,000 $ 14.35 D  
Nonstatutory Stock Option (Right to Buy)   (3) 12/31/2018 Common Stock 15,000 $ 16.84 D  
Nonstatutory Stock Option (Right to Buy)   (4) 12/31/2019 Common Stock 25,000 $ 4.2 D  
Nonstatutory Stock Option (Right to Buy)   (5) 12/31/2020 Common Stock 21,000 $ 2.65 D  
Nonstatutory Stock Option (Right to Buy)   (6) 12/31/2021 Common Stock 25,000 $ 3.36 D  
Nonstatutory Stock Option (Right to Buy)   (7) 12/31/2022 Common Stock 32,000 $ 4.2 D  
Nonstatutory Stock Option (Right to Buy)   (8) 09/30/2023 Common Stock 50,000 $ 1.88 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shackelford Jason T
175 TOYOTA PLAZA
7TH FLOOR
MEMPHIS, TN 38103		       Principal Accounting Officer  

Signatures

/s/ Henry P. Doggrell, by Power of Attorney 12/30/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of GTx common stock upon the vesting of the unit. The restricted stock units will vest in full on the earlier to occur of (i) June 1, 2014, (ii) an involuntary termination of the reporting person's continuous service other than for cause and (iii) a change in control of GTx.
(2) This option is fully vested and exercisable.
(3) One-fifth of the shares subject to the option became vested and exercisable on each of January 1, 2010, January 1, 2011, January 1, 2012 and January 1, 2013, with the remaining shares subject to the option becoming vested and exercisable on January 1, 2014, subject to continuous service.
(4) One-fifth of the shares subject to the option became vested and exercisable on each of January 1, 2011, January 1, 2012 and January 1, 2013, with the remaining shares subject to the option becoming vested and exercisable as to one-fifth of the shares subject to the option on each of January 1, 2014 and January 1, 2015, subject to continuous service; provided, however, that if the reporting person's service continues through the earlier to occur of (i) the end of business on May 31, 2014, and (ii) an involuntary termination of employment by GTx (excluding a termination for cause or a voluntary resignation) (the "Determination Date"), then, as of the Determination Date, an additional number of shares subject to such option will immediately vest as if the reporting person's service had continued through January 1, 2015.
(5) One-fifth of the shares subject to the option became vested and exercisable on each of January 1, 2012 and January 1, 2013, with the remaining shares subject to the option becoming vested and exercisable as to one-fifth of the shares subject to the option on each of January 1, 2014, January 1, 2015 and January 1, 2016, subject to continuous service; provided, however, that if the reporting person's service continues through the applicable Determination Date, then, as of such Determination Date, an additional number of shares subject to such option will immediately vest as if the reporting person's service had continued through January 1, 2015.
(6) One-fifth of the shares subject to the option became vested and exercisable on January 1, 2013, with the remaining shares subject to the option becoming vested and exercisable as to one-fifth of the shares subject to the option on each of January 1, 2014, January 1, 2015, January 1, 2016 and January 1, 2017, subject to continuous service; provided, however, that if the reporting person's service continues through the applicable Determination Date, then, as of such Determination Date, an additional number of shares subject to such option will immediately vest as if the reporting person's service had continued through January 1, 2015.
(7) One-fifth of the shares subject to the option become vested and exercisable on each of January 1, 2014, January 1, 2015, January 1, 2016, January 1, 2017 and January 1, 2018, subject to continuous service; provided, however, that if the reporting person's service continues through the applicable Determination Date, then, as of such Determination Date, an additional number of shares subject to such option will immediately vest as if the reporting person's service had continued through January 1, 2015.
(8) The option vests and is exercisable in full on the earlier to occur of (i) June 1, 2014, (ii) an involuntary termination of the reporting person's continuous service other than for cause and (iii) specified change in control transactions involving GTx.

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