0001388171-11-000001.txt : 20110418 0001388171-11-000001.hdr.sgml : 20110418 20110418163850 ACCESSION NUMBER: 0001388171-11-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110418 DATE AS OF CHANGE: 20110418 GROUP MEMBERS: CAXTON CORPORATION GROUP MEMBERS: CXSYNTA LLC GROUP MEMBERS: MR. BRUCE S. KOVNER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNTA PHARMACEUTICALS CORP CENTRAL INDEX KEY: 0001157601 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82674 FILM NUMBER: 11765834 BUSINESS ADDRESS: STREET 1: 45 HARTWELL AVE CITY: LEXINGTON STATE: MA ZIP: 02421 BUSINESS PHONE: 781-274-8200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CxSynta LLC CENTRAL INDEX KEY: 0001388171 IRS NUMBER: 020604347 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 731 ALEXANDER ROAD STREET 2: BUILDING 2 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-419-1800 MAIL ADDRESS: STREET 1: 731 ALEXANDER ROAD STREET 2: BUILDING 2 CITY: PRINCETON STATE: NJ ZIP: 08540 SC 13D/A 1 synta13damd3.txt SC 13D - - SYNTA PHARMACEUTICALS AMEND 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Synta Pharmaceuticals Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 87162T206 (CUSIP Number) Mr. Scott B. Bernstein Caxton Corporation 731 Alexander Road, Bldg. 2 Princeton, New Jersey 08540 (609) 419-1800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 4/14/2011 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. | | Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). CxSynta LLC 02-0604347 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_| (b)|x| (3) SEC Use Only. (4) Source of Funds (See Instructions). WC (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 7,761,716 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 7,761,716 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 7,761,716 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 15.7% (14) Type of Reporting Person (See Instructions). OO (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Caxton Corporation 22-2437619 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_| (b)|x| (3) SEC Use Only. (4) Source of Funds (See Instructions). AF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 0 (8) Shared Voting Power: 7,761,716 (9) Sole Dispositive Power: 0 (10) Shared Dispositive Power: 7,761,716 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 7,761,716 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 15.7% (14) Type of Reporting Person (See Instructions). CO (1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kovner, Bruce (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_| (b)|x| (3) SEC Use Only. (4) Source of Funds (See Instructions). AF,PF (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |_| (6) Citizenship or Place of Organization United States Number of Shares Beneficially Owned by Each Reporting Person With: (7) Sole Voting Power: 4,827,078 (8) Shared Voting Power: 7,761,716 (9) Sole Dispositive Power: 4,827,078 (10) Shared Dispositive Power: 7,761,716 (11) Aggregate Amount Beneficially Owned by Each Reporting Person. 12,588,794 (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see instructions). |_| (13) Percent of Class Represented by Amount in Row (11). 25.5% (14) Type of Reporting Person (See Instructions). IN Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended by adding the following thereto: Mr. Kovner has expended an aggregate of approximately $24,888,019 (excluding commissions, if any) to acquire the 4,714,034 shares of Common Stock directly owned by him. The purchase price for the shares of Common Stock acquired by Mr. Kovner was paid out of Mr. Kovner's personal funds. 43,232 of the outstanding shares of Common Stock directly owned by Mr. Kovner were issued to Mr. Kovner as compensation for his service on the Company's Board of Directors. Item 5. Interest in Securities of the Issuer Subparagraph (a), (b) and (c) of Item 5 of the Schedule 13D is hereby amended and replaced by the following: (a) (i) CxSynta beneficially owns 7,761,716 shares of Common Stock, representing approximately 15.7% of the 49,415,828 shares of Common Stock reported to be outstanding as of April 14, 2011, as reported in the Company's Prospectus Supplement filed with the Securities Exchange Commission on April 15, 2011 (the "Company's Prospectus Supplment"). The percentages used herein and in the rest of this Amendment No. 3 are calculated based upon such number of outstanding shares. (ii) Caxton Corporation is the managing member of CxSynta and as such, has voting and dispositive power with respect to the shares beneficially owned by CxSynta. As a result, Caxton Corporation maybe deemed to beneficially own 7,761,716 shares of Common Stock, representing approximately 15.7% of the total shares of Common Stock issued and outstanding. (iii) Mr. Kovner has sole beneficial ownership of 4,827,078 shares of Common Stock, which includes options to purchase 69,812 shares of Common Stock upon the exercise of such options. In addition, Mr. Kovner is the Chairman and sole shareholder of Caxton Corporation and as a result may be deemed to beneficially own the securities of the Company owned by CxSynta. Mr. Kovner disclaims beneficial ownership of the shares of Common Stock owned directly by CxSynta except to the extent of his pecuniary interest therein. As a result of the foregoing, Mr. Kovner may be deemed to beneficially own an aggregate of 12,588,794 shares of Common Stock, representing approximately 25.5% of the total shares of Common Stock issued and outstanding. (b) Caxton Corporation and Mr. Kovner may be deemed to share voting and dispositive power over the 7,761,716 shares of Common Stock owned directly by CxSynta. In addition, Mr. Kovner has sole voting and dispositive power with respect to the 4,827,078 shares of Common Stock which he directly beneficially owns. (c) On April 14, 2011, Mr. Kovner purchased 1,431,493 shares of Common Stock at a price of $4.89 per share from the Company. Such shares were purchased pursuant to the terms of the Company's Prospectus Supplement and the Subscription Agreement contained as an Exhibit to the Company's 8-K filed with the Securities and Exchange Commission on April 15, 2011. Except as reported in this statement on Schedule 13D, the Reporting Persons have not engaged in any other transactions in the Company's securities in the past sixty (60) days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is hereby amended by adding the following thereto: The information contained in Item 5 of this Amendment No.3 is incorporated by reference. Except as set forth above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons filing this Report or the Listed Persons or between such persons and any other person with respect to any securities of the Company, including, but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits Item 7 is hereby amended by adding the following thereto: The following are filed as Exhibits to this statement on Schedule 13D: Exhibit 1 - Subscription Agreement (The Subscription Agreement is filed as Exhibit 1 and is incorporated herein by reference to Exhibit 10.1 to the Company's 8-K filed with the Securities and Exchange Commission on April 15, 2011.) Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. CxSynta LLC Date: 04/18/2011 By Caxton Corporation, Managing Member of CxSynta LLC, by /s/ Scott B. Bernstein, Secretary of Caxton Corporation Caxton Corporation Date: 04/18/2011 /s/ Scott B. Bernstein, Secretary of Caxton Corporation Bruce S. Kovner Date: 04/18/2011 /s/ Scott B. Bernstein, Attorney-in-Fact The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).