SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Buckland Martin (Last) (First) (Middle) C/O ASTEX PHARMACEUTICALS 436 CAMBRIDGE SCIENCE PARK MILTON ROAD (Street) CAMBRIDGE X0 CB4 0QA (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Astex Pharmaceuticals, Inc [ ASTX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Business Officer
	3. Date of Earliest Transaction (Month/Day/Year) 10/11/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/11/2013		U		5,963(1)	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to buy)	$0.7	10/11/2013		D			52,384	07/20/2011	09/30/2014	Common Stock	52,384	(3)	0	D
Employee Stock Option (Right to buy)	$0.84	10/11/2013		D			26,192	07/20/2011	12/01/2015	Common Stock	26,192	(4)	0	D
Employee Stock Option (Right to buy)	$0.87	10/11/2013		D			19,644	07/20/2011	12/01/2016	Common Stock	19,644	(5)	0	D
Employee Stock Option (Right to buy)	$0.73	10/11/2013		D			26,192	(6)	06/24/2018	Common Stock	26,192	(7)	0	D
Employee Stock Option (Right to buy)	$0.79	10/11/2013		D			32,085	(8)	06/22/2019	Common Stock	32,085	(9)	0	D
Employee Stock Option (Right to buy)	$0.92	10/11/2013		D			98,220	(10)	05/28/2020	Common Stock	98,220	(11)	0	D
Employee Stock Option (Right to buy)	$2.21	10/11/2013		D			150,000	(12)	09/16/2021	Common Stock	150,000	(13)	0	D
Employee Stock Option (Right to buy)	$1.89	10/11/2013		D			180,000	(14)	03/07/2022	Common Stock	180,000	(15)	0	D
Employee Stock Option (Right to buy)	$2.71	10/11/2013		D			180,000	(16)	12/06/2022	Common Stock	180,000	(17)	0	D

Explanation of Responses:

1. The number of shares disposed of represents 5,963 shares acquired under the Issuer's 2008 Employee Stock Purchase Plan.

2. Pursuant to the Agreement and Plan of Merger, dated September 5, 2013, between the Issuer, Otsuka Pharmaceutical Co. Ltd., and Autumn Aquisition Corporation (the "Merger Agreement"), each share of Common Stock was exchanged for $8.50 in cash.

3. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $408,595.20, which represents the difference between $8.50 and the exercise price of the option per share.

4. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $200,630,72, which represents the difference between $8.50 and the exercise price of the option per share.

5. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $149,833.72, which represents the difference between $8.50 and the exercise price of the option per share.

6. The option originally provided for vesting as to 1/4th of the shares on June 24, 2009 and as to 1/48th of the shares on each one month anniversary thereafter.

7. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $203,511.84, which represents the difference between $8.50 and the exercise price of the option per share.

8. The option originally provided for vesting as to 1/4th of the shares on June 22, 2010 and as to 1/48th of the shares on each one month anniversary thereafter.

9. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $247,375.35, which represents the difference between $8.50 and the exercise price of the option per share.

10. The option originally provided for vesting as to 1/4th of the shares on May 28, 2011 and as to 1/48th of the shares on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.

11. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $744,507.60, which represents the difference between $8.50 and the exercise price of the option per share.

12. The option originally provided for vesting as to 1/4th of the shares on September 16, 2012 and as to 1/48th of the shares on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.

13. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $943,500.00, which represents the difference between $8.50 and the exercise price of the option per share.

14. The option originally provided for vesting as to 1/48th of the shares on April 7, 2012 and each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.

15. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,189,800.00, which represents the difference between $8.50 and the exercise price of the option per share.

16. The option originally provided for vesting as to 1/48th of the shares on January 6, 2013 and each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.

17. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,042,200.00, which represents the difference between $8.50 and the exercise price of the option per share.

	/s/ Martin Buckland	10/16/2013
	** Signature of Reporting Person	Date
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