UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Syndax Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87164F105
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
Page 1 of 14
| CUSIP No. 87164F105 |
| 1. | Name of Reporting Persons
MPM BioVentures IV-QP, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
1,806,759 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,806,759 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,806,759 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
7.4% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 2 of 14
| CUSIP No. 87164F105 |
| 1. | Name of Reporting Persons
MPM BioVentures IV GmbH & Co. Beteiligungs KG | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Germany | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
69,600 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
69,600 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
69,600 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.3% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 3 of 14
| CUSIP No. 87164F105 |
| 1. | Name of Reporting Persons
MPM Asset Management Investors BV4 LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
51,369 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
51,369 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
51,369 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.2% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
Page 4 of 14
| CUSIP No. 87164F105 |
| 1. | Name of Reporting Persons
MPM BioVentures IV Strategic Fund, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
240,963 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
240,963 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
240,963 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
1.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 5 of 14
| CUSIP No. 87164F105 |
| 1. | Name of Reporting Persons
MPM BioVentures IV GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,117,322* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,117,322* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,117,322* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
8.7% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| * | Consists of 1,806,759 shares of Common Stock held by MPM BioVentures IV-QP, L.P. (“BV IV QP”), 69,600 shares of Common held by MPM BioVentures IV GmbH & Co. Beteiligungs KG (“BV KG”) and 240,963 shares of Common by MPM BioVentures IV Strategic Fund, L.P. (“BV SF”). The Reporting Person is the direct general partner of BV IV QP, BV KG and BV SF. |
Page 6 of 14
| CUSIP No. 87164F105 |
| 1. | Name of Reporting Persons
MPM BioVentures IV LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,168,691* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,168,691* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,168,691* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
8.9% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| * | Consists of 1,806,759 shares of Common Stock held by BV IV QP, 69,600 shares of Common held by BV KG, 240,963 shares of Common Stock held by BV SF and 51,369 shares of Common Stock held by MPM Asset Management Investors BV4 LLC (“AM BV4”). The Reporting Person is the indirect general partner of BV IV QP, BV KG and BV SF and the manager of AM BV4. |
Page 7 of 14
| CUSIP No. 87164F105 |
| 1. | Name of Reporting Persons
Luke Evnin | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
30,064* | ||||
| 6. | Shared Voting Power
2,168,691** | |||||
| 7. | Sole Dispositive Power
30,064* | |||||
| 8. | Shared Dispositive Power
2,168,691** | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,198,755* ** | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
9.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Consists of shares of Common Stock issuable pursuant to options which are exercisable within 60 days of December 31, 2017. |
| ** | Consists of 1,806,759 shares of Common Stock held by BV IV QP, 69,600 shares of Common held by BV KG, 240,963 shares of Common Stock held by BV SF and 51,369 shares of Common Stock held by AM BV4. The Reporting Person is the indirect general partner of BV IV QP, BV KG and BV SF and the manager of AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP, BV KG and BV SF and MPM IV LLC is the manager of AM BV4. The Reporting Person is a member of MPM IV LLC. |
Page 8 of 14
| CUSIP No. 87164F105 |
| 1. | Name of Reporting Persons
Ansbert Gadicke | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,168,691* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,168,691* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,168,691* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
8.9% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Consists of 1,806,759 shares of Common Stock held by BV IV QP, 69,600 shares of Common held by BV KG, 240,963 shares of Common Stock held by BV SF and 51,369 shares of Common Stock held by AM BV4. The Reporting Person is the indirect general partner of BV IV QP, BV KG and BV SF and the manager of AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP, BV KG and BV SF and MPM IV LLC is the manager of AM BV4. The Reporting Person is a member of MPM IV LLC. |
Page 9 of 14
| CUSIP No. 87164F105 |
| 1. | Name of Reporting Persons
Todd Foley | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
2,168,691* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
2,168,691* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,168,691* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
8.9% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Consists of 1,806,759 shares of Common Stock held by BV IV QP, 69,600 shares of Common held by BV KG, 240,963 shares of Common Stock held by BV SF and 51,369 shares of Common Stock held by AM BV4. The Reporting Person is the indirect general partner of BV IV QP, BV KG and BV SF and the manager of AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP, BV KG and BV SF and MPM IV LLC is the manager of AM BV4. The Reporting Person is a member of MPM IV LLC. |
Page 10 of 14
Item 1.
| (a) | Name of Issuer |
Syndax Pharmaceuticals, Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
35 Gatehouse Drive
Building D, Floor 3
Waltham, MA 02451
Item 2.
| (a) | Name of Person Filing |
MPM BioVentures IV-QP, L.P.
MPM BioVentures IV GmbH & Co. Beteiligungs KG
MPM Asset Management Investors BV4 LLC
MPM BioVentures IV Strategic Fund, L.P.
MPM BioVentures IV GP LLC
MPM BioVentures IV LLC
Luke Evnin
Ansbert Gadicke
Todd Foley
| (b) | Address of Principal Business Office or, if none, Residence |
c/o MPM Capital LLC
450 Kendall Street
Cambridge, MA 02142
| (c) | Citizenship |
All entities were organized in Delaware except MPM BioVentures IV GmbH & Co. Beteiligungs KG, which was organized in Germany. The individuals are all United States citizens.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
87164F105
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
Page 11 of 14
| Item 4. | Ownership |
| MPM Entity |
Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class |
|||||||||||||||||||||
| BV IV QP |
1,806,759 | 1,806,759 | 0 | 1,806,759 | 0 | 1,806,759 | 7.4 | % | ||||||||||||||||||||
| BV KG |
69,600 | 69,600 | 0 | 69,600 | 0 | 69,600 | 0.3 | % | ||||||||||||||||||||
| BV SF |
240,963 | 240,963 | 0 | 240,963 | 0 | 240,963 | 1.0 | % | ||||||||||||||||||||
| AM BV4 |
51,369 | 51,369 | 0 | 51,369 | 0 | 51,369 | 0.2 | % | ||||||||||||||||||||
| BV IV GP(1) |
0 | 0 | 2,117,322 | 0 | 2,117,322 | 2,117,322 | 8.7 | % | ||||||||||||||||||||
| BV IV LLC(2) |
0 | 0 | 2,168,691 | 0 | 2,168,691 | 2,168,691 | 8.9 | % | ||||||||||||||||||||
| Luke Evnin(3)(4) |
0 | 30,064 | 2,168,691 | 30,064 | 2,168,691 | 2,198,755 | 9.0 | % | ||||||||||||||||||||
| Ansbert Gadicke(3) |
0 | 0 | 2,168,691 | 0 | 2,168,691 | 2,168,691 | 8.9 | % | ||||||||||||||||||||
| Todd Foley(3) |
0 | 0 | 2,168,691 | 0 | 2,168,691 | 2,168,691 | 8.9 | % | ||||||||||||||||||||
| (1) | Consists of 1,806,759 shares of Common Stock held by BV IV QP, 69,600 shares of Common Stock held by BV KG and 240,963 shares of Common held by BV SF. The Reporting Person is the direct general partner of BV IV QP and BV KG. |
| (2) | Consists of 1,806,759 shares of Common Stock held by BV IV QP, 69,600 shares of Common Stock held by BV KG, 240,963 shares of Common held by BV SF and 51,369 shares of Common Stock held by AM BV4. The Reporting Person is the indirect general partner of BV IV QP and BV KG and the manager of AM BV4. |
| (3) | Consists of 1,806,759 shares of Common Stock held by BV IV QP, 69,600 shares of Common Stock held by BV KG; 240,963 shares of Common held by BV SF and 51,369 shares of Common Stock held by AM BV4. MPM IV GP and MPM IV LLC are the direct and indirect general partners of BV IV QP, BV KG and BV SF and MPM IV LLC is the manager of AM BV4. The Reporting Person is a member of MPM IV LLC. |
| (4) | Includes 30,064 of shares of Common Stock issuable pursuant to options which are exercisable within 60 days of December 31, 2017. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of a Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
Page 12 of 14
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.
Dated: January 31, 2018
| MPM BIOVENTURES IV-QP, L.P. | MPM BIOVENTURES IV GMBH & CO. BETEILIGUNGS KG | |||||||
| By: | MPM BioVentures IV GP LLC, | By: | MPM BioVentures IV GP LLC, | |||||
| its General Partner | in its capacity as the Managing Limited Partner | |||||||
| By: | MPM BioVentures IV LLC, | By: | MPM BioVentures IV LLC, | |||||
| its Managing Member | its Managing Member | |||||||
| By: | /s/ Luke Evnin |
By: | /s/ Luke Evnin | |||||
| Name: Luke Evnin | Name: Luke Evnin | |||||||
| Title: Member | Title: Member | |||||||
| MPM ASSET MANAGEMENT INVESTORS BV4 LLC | MPM BIOVENTURES IV STRATEGIC FUND, L.P. | |||||||
| By: | MPM BioVentures IV LLC | By: | MPM BioVentures IV GP LLC, | |||||
| its Manager | its General Partner | |||||||
| By: | /s/ Luke Evnin |
By: | MPM BioVentures IV LLC, | |||||
| Name: Luke Evnin | its Managing Member | |||||||
| Title: Member | ||||||||
| By: | /s/ Luke Evnin | |||||||
| Name: Luke Evnin | ||||||||
| Title: Member | ||||||||
| MPM BIOVENTURES IV GP LLC | MPM BIOVENTURES IV LLC | |||||||
| By: | MPM BioVentures IV LLC, | By: | /s/ Luke Evnin | |||||
| its Managing Member | Name: Luke Evnin | |||||||
| Title: Member | ||||||||
| By: | /s/ Luke Evnin |
|||||||
| Name:Luke Evnin | ||||||||
| Title:Member | ||||||||
| By: | /s/ Luke Evnin |
By: | /s/ Ansbert Gadicke | |||||
| Name: Luke Evnin | Name: Ansbert Gadicke | |||||||
| By: | /s/ Todd Foley |
|||||||
| Name: Todd Foley | ||||||||
EXHIBITS
| A: | Joint Filing Agreement |
Page 13 of 14
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Syndax Pharmaceuticals, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 31st day of January, 2018.