Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Shanghai Pharmaceuticals (HK) Investment Ltd	2. Date of Event Requiring Statement (MM/DD/YYYY) 7/21/2020	3. Issuer Name and Ticker or Trading Symbol Oncternal Therapeutics, Inc. [ONCT]
(Last)        (First)        (Middle) C/O ONCTERNAL THERAPEUTICS, INC., 12230 EL CAMINO REAL, SUITE 300	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                          ___X___ 10% Owner _____ Officer (give title below)        _____ Other (specify below)
(Street) SAN DIEGO, CA 92130       (City)              (State)              (Zip)	5. If Amendment, Date Original Filed(MM/DD/YYYY)	6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

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	1049317	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		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
Warrants	(1)	1/21/2026	Common Stock	524658	$2.32	D

Explanation of Responses:
(1)	The warrants are currently exercisable into shares of the Issuer's Common Stock except to the extent that the exercise would result in the beneficial ownership of more than 19.99% of the Issuer's outstanding Common Stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shanghai Pharmaceuticals (HK) Investment Ltd C/O ONCTERNAL THERAPEUTICS, INC. 12230 EL CAMINO REAL, SUITE 300 SAN DIEGO, CA 92130		X

Signatures
SHANGHAI PHARMACEUTICALS (HK) INVESTMENT LIMITED, By: Shanghai Pharmaceuticals Holding Co., Ltd., its sole member, By: /s/ Shen Bo, Name: Shen Bo, Title: Authorized Signatory		7/23/2020
**Signature of Reporting Person		Date