0001388171-12-000002.txt : 20120727
0001388171-12-000002.hdr.sgml : 20120727
20120727161727
ACCESSION NUMBER: 0001388171-12-000002
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20120727
DATE AS OF CHANGE: 20120727
GROUP MEMBERS: CAXTON CORP
GROUP MEMBERS: CXSYNTA LLC
GROUP MEMBERS: KOVNER 2011-A INVESTMENT TRUST
GROUP MEMBERS: KOVNER 2011-B INVESTMENT TRUST
GROUP MEMBERS: KOVNER 2011-C INVESTMENT TRUST
GROUP MEMBERS: KOVNER 2011-D INVESTMENT TRUST
GROUP MEMBERS: KOVNER 2012-A SYNTA INVESTMENT TRUST
GROUP MEMBERS: KOVNER 2012-B SYNTA INVESTMENT TRUST
GROUP MEMBERS: KOVNER 2012-C SYNTA INVESTMENT TRUST
GROUP MEMBERS: KOVNER 2012-D SYNTA INVESTMENT TRUST
GROUP MEMBERS: MR. BRUCE S. KOVNER
GROUP MEMBERS: MR. DAVID BEN-UR
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: 12990853
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
synta13damd5.txt
SC 13D - - SYNTA PHARMACEUTICALS AMEND 5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
7/25/2012
(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).
12.6%
(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).
12.6%
(14) Type of Reporting Person (See Instructions).
CO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2011-A Investment Trust
(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).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
125,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
125,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
125,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.2%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2011-B Investment Trust
(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).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
125,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
125,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
125,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.2%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2011-C Investment Trust
(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).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
125,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
125,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
125,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.2%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2011-D Investment Trust
(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).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
125,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
125,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
125,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.2%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2012-A Synta Investment Trust
(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).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
475,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
475,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
475,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.8%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2012-B Synta Investment Trust
(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).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
475,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
475,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
475,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.8%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2012-C Synta Investment Trust
(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).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
475,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
475,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
475,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.8%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2012-D Synta Investment Trust
(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).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
475,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
475,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
475,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.8%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Ben-Ur, David
(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).
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:
2,700
(8) Shared Voting Power:
0
(9) Sole Dispositive Power:
2,700
(10) Shared Dispositive Power:
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
2,700
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.0%
(14) Type of Reporting Person (See Instructions).
IN
(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:
8,083,539
(8) Shared Voting Power:
10,161,716
(9) Sole Dispositive Power:
8,083,539
(10) Shared Dispositive Power:
10,161,716
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
18,245,255
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
29.5%
(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, in aggregate, approximately $56,763,958
(excluding commissions, if any) to acquire 10,354,480 shares of
Synta Pharmaceuticals Corp. The purchase price for the shares of
Common Stock acquired by Mr. Kovner was paid out of Mr. Kovner's
personal funds. 52,372 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
or certain of its committees. Mr. Kovner also was granted
76,687 options on the Common Stock of the Company as compensation in
connection with his service on the Company's Board of Directors.
CxSynta has expended an aggregate of approximately $92,662,085
(excluding commissions, if any) to purchase the 7,761,716 shares
of Common Stock directly owned by it. The purchase price for such
acquired shares was paid out of CxSynta working capital.
Mr. David Ben-Ur has expended, in aggregate, approximately
$14,678 (excluding commissions) to acquire 2,700 shares of the
Company.
Each of the trusts listed herein have received their respective
shares of Common Stock of the Company as gifts from Mr. Kovner.
Item 4. Purpose of Transaction.
Each of the shares of Common Stock of the Company that are
indicated herein were acquired for investment purposes. Based on
a review of the investment, each of the Reporting Persons may, in
the open market or otherwise, acquire, cause to be acquired,
dispose of, or cause to be disposed of, Common Stock or other
securities of the Company, or derivatives or other instruments
related to the securities of the Company.
Mr. Kovner currently serves as a Director of the Company. In that
capacity, he participates in the ordinary course in Board of
Directors' related activities and may participate in the management
of the Company.
Except as set forth in this Schedule 13D, none of the reporting
persons has any plans or proposals that relate to any of the matters
referred to in paragraphs (a) through (j) of the instructions to Item 4
of Schedule 13D.
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 LLC beneficially owns 7,761,716 shares of Common Stock,
representing approximately 12.6% of the 61,789,657 shares of Common
Stock reported to be outstanding in the Company's Prospectus
Supplement filed with the Securities and Exchange Commission on July
26, 2012. The percentages used herein and in the rest of this Amendment
No. 5 are calculated based upon such number of outstanding shares.
(ii) Caxton Corporation is the managing member of CxSynta LLC and as
such, has voting and dispositive power with respect to the 7,761,716
shares beneficially owned by CxSynta LLC. As a result, Caxton
Corporation may be deemed to beneficially own 7,761,716 shares of
Common Stock, representing approximately 12.6% of the total shares
of Common Stock issued and outstanding.
(iii) Kovner 2011-A Investment Trust beneficially owns 125,000 shares
of Common Stock, representing approximately 0.2% of the total shares of
Common Stock issued and outstanding. Mr. Kovner may be deemed to
indirectly have voting and dispositive power with respect to such
125,000 shares. As a result, Mr. Kovner may be deemed to beneficially
own 125,000 shares of Common Stock, representing approximately 0.2%
of the total shares of Common Stock issued and outstanding.
(iv) Kovner 2011-B Investment Trust beneficially owns 125,000 shares
of Common Stock, representing approximately 0.2% of the total shares of
Common Stock issued and outstanding. Mr. Kovner may be deemed to
indirectly have voting and dispositive power with respect to such
125,000 shares. As a result, Mr. Kovner may be deemed to beneficially
own 125,000 shares of Common Stock, representing approximately 0.2%
of the total shares of Common Stock issued and outstanding.
(v) Kovner 2011-C Investment Trust beneficially owns 125,000 shares
of Common Stock, representing approximately 0.2% of the total shares of
Common Stock issued and outstanding. Mr. Kovner may be deemed to
indirectly have voting and dispositive power with respect to such
125,000 shares. As a result, Mr. Kovner may be deemed to beneficially
own 125,000 shares of Common Stock, representing approximately 0.2%
of the total shares of Common Stock issued and outstanding.
(vi) Kovner 2011-D Investment Trust beneficially owns 125,000 shares
of Common Stock, representing approximately 0.2% of the total shares of
Common Stock issued and outstanding. Mr. Kovner may be deemed to
indirectly have voting and dispositive power with respect to such
125,000 shares. As a result, Mr. Kovner may be deemed to beneficially
own 125,000 shares of Common Stock, representing approximately 0.2%
of the total shares of Common Stock issued and outstanding.
(vii) Kovner 2012-A Synta Investment Trust beneficially owns 475,000
shares of Common Stock, representing approximately 0.8% of the total
shares of Common Stock issued and outstanding. Mr. Kovner may be
deemed to indirectly have voting and dispositive power with respect to
such 475,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 475,000 shares of Common Stock, representing
approximately 0.8% of the total shares of Common Stock issued and
outstanding.
(viii)Kovner 2012-B Synta Investment Trust beneficially owns 475,000
shares of Common Stock, representing approximately 0.8% of the total
shares of Common Stock issued and outstanding. Mr. Kovner may be
deemed to indirectly have voting and dispositive power with respect to
such 475,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 475,000 shares of Common Stock, representing
approximately 0.8% of the total shares of Common Stock issued and
outstanding.
(ix) Kovner 2012-C Synta Investment Trust beneficially owns 475,000
shares of Common Stock, representing approximately 0.8% of the total
shares of Common Stock issued and outstanding. Mr. Kovner may be
deemed to indirectly have voting and dispositive power with respect to
such 475,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 475,000 shares of Common Stock, representing
approximately 0.8% of the total shares of Common Stock issued and
outstanding.
(x) Kovner 2012-D Synta Investment Trust beneficially owns 475,000
shares of Common Stock, representing approximately 0.8% of the total
shares of Common Stock issued and outstanding. Mr. Kovner may be
deemed to indirectly have voting and dispositive power with respect to
such 475,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 475,000 shares of Common Stock, representing
approximately 0.8% of the total shares of Common Stock issued and
outstanding.
(xi) Mr. Ben-Ur is the Chief Investment Officer of Caxton Alternative
Management LP and has sole beneficial ownership of 2,700 shares of
Common Stock, representing approximately 0.0% of the total shares of
Common Stock issued and outstanding.
(xii) Mr. Kovner has sole beneficial ownership of 8,083,539 shares of
Common Stock, which includes options to purchase 76,687 shares of
Common Stock upon the exercise of such options. In addition, Mr. Kovner
is the Chairman and sole shareholder of Caxton Corporation, the managing
member of CxSynta LLC, and as a result may be deemed to beneficially
own the securities of the Company owned by CxSynta LLC. Mr. Kovner may
be deemed to indirectly have voting and dispositive power with respect
to each of the following trusts and, as a result, may be deemed to
beneficially own the 2,400,000 securities of the Company owned by such
trusts, in aggregate: Kovner 2012-A Synta Investment Trust; Kovner
2012-B Synta Investment Trust; Kovner 2012-C Synta Investment Trust;
Kovner 2012-D Synta Investment Trust; Kovner 2011-A Investment Trust;
2011-B Investment Trust; 2011-C Investment Trust; and 2011-D
Investment Trust. As a result of the foregoing, Mr. Kovner may be
deemed to beneficially own an aggregate of 18,245,255 shares of Common
Stock, representing approximately 29.5% of the total shares of Common
Stock issued and outstanding.
Mr. Kovner disclaims beneficial ownership of the shares of Common Stock
owned directly by CxSynta LLC, except to the extent of his pecuniary
interest therein. Mr. Kovner also disclaims beneficial ownership of the
shares of Common Stock directly owned by each of the aforementioned
trusts.
(b) Caxton Corporation and Mr. Kovner, as Chairman and sole shareholder of
Caxton Corporation, the managing member of CxSynta LLC, may be deemed to
share voting and dispositive power over 7,761,716 shares of Common Stock
owned directly by CxSynta LLC. Mr. Kovner may be deemed to share voting
and dispositive power with respect to the aggregate 2,400,000 shares of
Common Stock held by the following trusts: Kovner 2011-A Investment
Trust, Kovner 2011-B Investment Trust, Kovner 2011-C Investment Trust,
Kovner 2011-D Investment Trust, Kovner 2012-A Synta Investment Trust,
Kovner 2012-B Synta Investment Trust, Kovner 2012-C Synta Investment
Trust, and Kovner 2012-D Synta Investment Trust. Mr. Ben-Ur has sole
voting and dispositive power over the 2,700 shares of Common Stock
owned directly by him. In addition, Mr. Kovner has sole voting and
dispositive power with respect to the 8,083,539 shares of Common Stock
(which includes the options thereon) that he directly beneficially owns.
(c) On July 25, 2012, Mr. Kovner acquired 3,081,664 shares of Common Stock
at a price of $6.49 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 July 26, 2012.
On June 29, 2012, Mr. Ben-Ur purchased 2,700 shares of Common Stock of
the Company at an average cost of $5.45. On June 29, 2012, Mr. Kovner
transferred, as gifts, 475,000 shares of Common Stock of the Company to
each of the following trusts (for an aggregate 1,900,000 shares of
Common Stock of the Company): Kovner 2012-A Synta Investment Trust,
Kovner 2012-B Synta Investment Trust, Kovner 2012-C Synta Investment
Trust, and Kovner 2012-D Synta Investment Trust. On July 1, 2012 Mr.
Kovner received shares of Common Stock of the Company in the amounts of
(a) 7,312, (b) 914, and (c) 914, and 10,000 options on Common Stock of
the Company, as compensation for his service on the Company's Board of
Directors or on certain of its committees.
Except as reported in this statement on Schedule 13D, the Reporting
Persons are not believed to have 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.5 is
incorporated by reference.
Mr. Ben-Ur serves as Chief Investment Officer of Caxton Alternative
Management LP, an entity indirectly controlled by Mr. Kovner and as
such has agreed, during the course of his employment with Caxton
Alternative Management LP, to abide by certain policies and
procedures applicable to Mr. Kovner as a Director of the Company.
By reason of this agreement, Mr. Kovner and Mr. Ben-Ur may be deemed
to be members of a group. Mr. Kovner, Mr. Ben-Ur and all other
Reporting Persons named herein, expressly disclaim beneficial
ownership of the Common Stock of the other Reporting Persons, except
to the extent they may have an interest in such other Reporting
Person.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons
filing this Report or the Reporting 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
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: 07/27/2012 By Caxton Corporation, Managing Member
of CxSynta LLC,
by /s/ Scott B. Bernstein,
Secretary of Caxton Corporation
Caxton Corporation
Date: 07/27/2012 /s/ Scott B. Bernstein, Secretary of
Caxton Corporation
Date: 07/27/2012 Kovner 2011-A Investment Trust
/s/ Peter P. D'Angelo, President of
Cadence Trust Company, Trustee
Date: 07/27/2012 Kovner 2011-B Investment Trust
/s/ Peter P. D'Angelo, President of
Cadence Trust Company, Trustee
Date: 07/27/2012 Kovner 2011-C Investment Trust
/s/ Peter P. D'Angelo, President of
Cadence Trust Company, Trustee
Date: 07/27/2012 Kovner 2011-D Investment Trust
/s/ Peter P. D'Angelo, President of
Cadence Trust Company, Trustee
Date: 07/27/2012 Kovner 2012-A Synta Investment Trust
/s/ Peter P. D'Angelo, President of
Cadence Trust Company, Trustee
Date: 07/27/2012 Kovner 2012-B Synta Investment Trust
/s/ Peter P. D'Angelo, President of
Cadence Trust Company, Trustee
Date: 07/27/2012 Kovner 2012-C Synta Investment Trust
/s/ Peter P. D'Angelo, President of
Cadence Trust Company, Trustee
Date: 07/27/2012 Kovner 2012-D Synta Investment Trust
/s/ Peter P. D'Angelo, President of
Cadence Trust Company, Trustee
Date: 07/27/2012 David Ben-Ur
/s/ David Ben-Ur
Bruce S. Kovner
Date: 07/27/2012
/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).