SC 13D 1 a08-17019_1sc13d.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Synta Pharmaceuticals Corp.

(Name of Issuer)

 

Common Stock, par value $0.0001

(Title of Class of Securities)

 

87162T 20 6

(CUSIP Number)

 

Keith R. Gollust

Gollust Management

645 Madison Avenue, 20th Floor

New York, NY 10022

(212) 758-7220

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

June 11, 2008

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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).

 


 

CUSIP No.   87162T 20 6

 

 

1.

Names of Reporting Persons
Keith R. Gollust

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

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)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
1,708,243

 

8.

Shared Voting Power

 

9.

Sole Dispositive Power
1,708,243

 

10.

Shared Dispositive Power

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,708,243

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.0%*

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

*Based on 33,893,959 shares of Synta Common Stock issued and outstanding on June 11, 2008.

 

2


 

Item 1.

Security and Issuer

This statement on Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Synta Pharmaceuticals Corp. (“Synta” or the “Issuer”).  The principal executive offices of Synta are located at 45 Hartwell Avenue, Lexington, MA 02421.

 

 

Item 2.

Identity and Background

(a)                      This Schedule 13D is being filed by Keith R. Gollust.

 

(b)                      The business address of Mr. Gollust is 645 Madison Avenue, 20th Floor, New York, NY 10022.

 

(c)                      The present principal occupation of Mr. Gollust is private investor.

 

(d)                      Mr. Gollust has not during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)                      Mr. Gollust has not during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject  to federal or state securities laws or finding any violation with respect to such laws.

 

(f)                       Mr. Gollust is a United States citizen.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

Of the 1,708,243 shares of Common Stock that are the subject of this Schedule 13D, 247,273 shares, beneficially owned by and held in the name of Keith R. Gollust (which includes options to purchase 200,000 shares of Synta’s Common Stock exercisable within 60 days of June 11, 2008), were acquired as set forth below.  All share amounts and purchase prices prior to the completion of Synta’s initial public offering on February 9, 2007 (the “IPO”) reflect the 1-for-4 reverse stock split of Synta’s Common Stock effected on February 2, 2007 in connection with the IPO.

 

·              28,773 shares were acquired on November 10, 2004 pursuant to the exercise of a Common Stock warrant that had been issued to Mr. Gollust as part of the consideration paid to Mr. Gollust in exchange for his shares of Principia Associates, Inc. (“Principia”) in connection with Synta’s acquisition of Principia and its subsidiary SBR Pharmaceuticals Corp. (the “Principia Acquisition”) at a purchase price of $2.00 per share for an aggregate purchase price of $57,546.  The purchase price for the acquired shares was paid out of Mr. Gollust’s personal funds;

 

·              909 shares were acquired on January 18, 2005, 1,818 shares were acquired on October 14, 2005, 2,857 shares were acquired on November 17, 2006, 4,819 shares were acquired on June 30, 2007, and 8,097 shares were acquired on June 11, 2008, pursuant to restricted stock grants issued by Synta to Mr. Gollust as compensation for his service on Synta’s Board of Directors; and

 

·              Options to purchase an aggregate of 200,000 shares, exercisable within 60 days of June 11, 2008, with an exercise price of $10.84 per share, have been granted to Mr. Gollust by Synta as compensation for his service on Synta’s Board of Directors.

 

Of the 1,708,243 shares of Common Stock that are the subject of this Schedule 13D, 1,460,970 shares, beneficially owned by Mr. Gollust and held in the name of Wyandanch Partners, L.P., were acquired as set forth below.  All share amounts and purchase prices prior to the completion of Synta’s IPO

 

3


 

reflect the 1-for-4 reverse stock split of Synta’s Common Stock effected on February 2, 2007 in connection with the IPO.

 

·              50,000 shares were purchased by the Gollust Trust II (the “Trust”), a trust established for the benefit of Mr. Gollust’s minor children, in a private placement of Synta’s Common Stock on August 7, 2001, at a purchase price of $2.00 per share for an aggregate purchase price of $100,000.  The purchase price for the acquired shares was paid out of the Trust’s available cash.  These shares were transferred to Wyandanch Partners, L.P. on August 21, 2007;

 

·              250,000 shares were purchased by Wyandanch Partners, L.P. in a private placement of Synta’s Common Stock on August 7, 2001, at a purchase price of $2.00 per share for an aggregate purchase price of $500,000.  The purchase price for the acquired shares was paid out of Wyandanch Partners, L.P.’s available cash;

 

·              284,971 shares were issued to Mr. Gollust by Synta on September 20, 2002 as part of the consideration paid to Mr. Gollust in exchange for his shares of Principia in connection with the Principia Acquisition.  These shares were transferred to Wyandanch Partners, L.P. on July 31, 2003;

 

·              92,223 shares were purchased by Mr. Gollust in a private placement of Synta’s Common Stock on November 7, 2002 at a purchase price of $10.843 per share for an aggregate purchase price of $999,973.98.  The purchase price for the acquired shares was paid out of Mr. Gollust’s personal funds.  These shares were transferred to Wyandanch Partners, L.P. on July 31, 2003;

 

·              100,000 shares were purchased by Wyandanch Partners, L.P. in a private placement of Synta’s Common Stock on October 15, 2003 at a purchase price of $16.00 per share for an aggregate purchase price of $1,600,000.  The purchase price for the acquired shares was paid out of Wyandanch Partners, L.P.’s available cash;

 

·              188,322 shares were purchased by Wyandanch Partners, L.P. in a private placement of Synta’s Common Stock on November 10, 2004 at a purchase price of $20.00 per share for an aggregate purchase price of $3,766,440.  The purchase price for the acquired shares was paid out of Wyandanch Partners, L.P.’s available cash;

 

·              235,454 shares were acquired upon the February 9, 2007 conversion of 300,000 shares of Synta’s Series A Convertible Preferred Stock, which Wyandanch Partners, L.P. purchased in a private placement on June 2, 2006 at a purchase price of $5.00 per share for an aggregate purchase price of $1,500,000.  The purchase price for the acquired shares was paid out of Wyandanch Partners, L.P.’s available cash;

 

·              180,000 shares were purchased by Wyandanch Partners, L.P. in connection with Synta’s initial public offering on February 9, 2007 at the public offering price of $10.00 per share for an aggregate purchase price of $1,800,000.  The purchase price for the acquired shares was paid out of Wyandanch Partners, L.P.’s available cash;

 

·              40,000 shares were purchased by Wyandanch Partners, L.P. on the open market on May 16, 2008 at a purchase price of $7.0697 per share for an aggregate purchase price of $282,788.  The purchase price for the acquired shares was paid out of Wyandanch Partners, L.P.’s available cash;

 

·              10,000 shares were purchased by Wyandanch Partners, L.P. on the open market on May 19, 2008 at a purchase price of $6.9473 per share for an aggregate purchase price of $69,473.  The purchase price for the acquired shares was paid out of Wyandanch Partners, L.P.’s available cash;

 

4


 

·              24,061 shares were purchased by Wyandanch Partners, L.P. on the open market on May 29, 2008 at a purchase price of $7.178 per share for an aggregate purchase price of $172,709.85. The purchase price for the acquired shares was paid out of Wyandanch Partners, L.P.’s available cash; and

 

·              5,939 shares were purchased by Wyandanch Partners, L.P. on the open market on May 30, 2008 at a purchase price of $7.0995 per share for an aggregate purchase price of $42,163.93.  The purchase price for the acquired shares was paid out of Wyandanch Partners, L.P.’s available cash.

 

 

Item 4.

Purpose of Transaction

Mr. Gollust has acquired shares of Common Stock of Synta for investment purposes and in connection with his service as a member of Synta’s Board of Directors.  Based on a review of his investments, Mr. Gollust 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 Synta, or derivatives or other instruments related to the securities of Synta.

 

Mr. Gollust currently serves as a director and Chairman of the Board of Synta.  In that capacity, he participates in the ordinary course in Board of Directors related activities and may participate in the management of Synta.

 

Except as set forth in this Schedule 13D, Mr. Gollust does not have any plans or proposals that relate to or would result in:

 

(a)                      The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b)                      An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)                      A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)                      Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)                      Any material change in the present capitalization or dividend policy of the Issuer;

 

(f)                       Any other material change in the Issuer’s business or corporate structure;

 

(g)                      Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h)                      Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)                        A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or

 

(j)                        Any action similar to any of those enumerated above.

 

5


 

Item 5.

Interest in Securities of the Issuer

(a)                      Mr. Gollust has sole and direct beneficial ownership of 247,273 shares of Common Stock, which includes options to purchase 200,000 shares of Common Stock exercisable within 60 days of June 11, 2008.  Mr. Gollust, as the president and sole stockholder of Gollust Management, Inc., the sole general partner of Wyandanch Partners, L.P., has sole and indirect beneficial ownership of 1,460,970 shares of Common Stock owned by Wyandanch Partners, L.P.  The number of shares beneficially owned by Mr. Gollust as of June 11, 2008, 1,708,243 shares, represents approximately 5.0% of the 33,893,959 shares of Synta’s issued and outstanding Common Stock as of June 11, 2008.

 

(b)                      Mr. Gollust has the sole power to vote and dispose of the 1,708,243 shares of Common Stock reported on this Schedule 13D.

 

(c)                      Schedule A annexed hereto sets forth certain information with respect to transactions by Mr. Gollust in the Common Stock of Synta during the past 60 days.  All open market purchases set forth on Schedule A were effected on The NASDAQ Global Market.

 

(d)                      No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities covered by this Schedule 13D.

 

(e)                      Not applicable.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Mr. Gollust has received stock options from Synta in connection with his appointment to the Board of Directors and for his service thereon.  In addition, pursuant to Synta’s Director Compensation Policy, Mr. Gollust receives annual compensation in the form of, at his election, cash or restricted stock.  As disclosed in Item 3, Mr. Gollust has received in his capacity as a director, options to purchase 200,000 shares of Common Stock, which are exercisable within 60 days of June 11, 2008, at an exercise price of $10.84 per share, and 18,500 shares of Common Stock.  On June 11, 2008, Synta’s Board of Directors approved amendments to Synta’s Director Compensation Policy, pursuant to which Mr. Gollust, as well as Synta’s other non-employee directors, received, and will receive on an annual basis, a stock option to purchase 5,500 shares of Common Stock, and the Chairman of the Board of Directors, currently Mr. Gollust, received, and will receive on an annual basis, an additional annual stock option to purchase 2,500 shares of Common Stock and a $20,000 fee payable, at the Chairman’s election, in cash or restricted stock.

 

Except as set forth above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Gollust and any other person with respect to any securities of Synta, 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 with-holding of proxies.

 

 

Item 7.

Material to be Filed as Exhibits

None.

 

6


 

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.

 

 

Date: June 18, 2008

 

Date

 


/s/ Keith R. Gollust

 

Signature

 


Keith R. Gollust

 

Name/Title

 

7


 

Schedule A

 

Transaction Date

 

# of Shares 
Acquired (Disposed)

 

Description

 

Price Per Share 
(Excluding 
Commission)

 

5/16/08

 

40,000

 

Open Market Purchase by Wyandanch Partners, L.P.

 

$

7.0697

 

5/19/08

 

10,000

 

Open Market Purchase by Wyandanch Partners, L.P.

 

$

6.9473

 

5/29/08

 

24,061

 

Open Market Purchase by Wyandanch Partners, L.P.

 

$

7.178

 

5/30/08

 

5,939

 

Open Market Purchase by Wyandanch Partners, L.P.

 

$

7.0995

 

6/11/08

 

8,097

 

Director Compensation - Restricted Stock Grant to Keith R. Gollust

 

$

0

 

6/11/08

 

8,000

 

Director Compensation - Stock Option Grant to Keith R. Gollust

 

$

0

 

 

8