UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Syndax Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
87164F105
(CUSIP Number)
Alejandro Moreno
c/o Access Industries, Inc.
40 West 57th St., 28th Floor
New York, New York 10019
(212) 247-6400
with copies to:
Matthew E. Kaplan
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 25, 2022
(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 Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
CUSIP No. 87164F105
| 1 |
NAME OF REPORTING PERSON.
Access Industries Holdings LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 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
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
2,603,709 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
2,603,709 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,603,709 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
4.7%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on 55,012,245 shares of Common Stock outstanding, as of February 25, 2022, as set forth in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 1, 2022. |
CUSIP No. 87164F105
| 1 |
NAME OF REPORTING PERSON.
AI Life Sciences Investments LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 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
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
2,603,709 shares | ||||
| 8 | SHARED VOTING POWER
0 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
2,603,709 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
0 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,603,709 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
4.7%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on 55,012,245 shares of Common Stock outstanding, as of February 25, 2022, as set forth in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 1, 2022. |
CUSIP No. 87164F105
| 1 |
NAME OF REPORTING PERSON.
AI LSI-SPV LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 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
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
2,603,709 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
2,603,709 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,603,709 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
4.7%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on 55,012,245 shares of Common Stock outstanding, as of February 25, 2022, as set forth in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 1, 2022 |
CUSIP No. 87164F105
| 1 |
NAME OF REPORTING PERSON.
Access Industries Holdings (BVI) L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 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
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
2,603,709 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
2,603,709 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,603,709 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
4.7%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| (1) | All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on 55,012,245 shares of Common Stock outstanding, as of February 25, 2022, as set forth in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 1, 2022. |
CUSIP No. 87164F105
| 1 |
NAME OF REPORTING PERSON.
Access Industries, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 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
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
2,603,709 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
2,603,709 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,603,709 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
4.7%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on 55,012,245 shares of Common Stock outstanding, as of February 25, 2022, as set forth in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 1, 2022. |
CUSIP No. 87164F105
| 1 |
NAME OF REPORTING PERSON.
Access Industries Management, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 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
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
2,603,709 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
2,603,709 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,603,709 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
4.7%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) | |||||
| (1) | All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on 55,012,245 shares of Common Stock outstanding, as of February 25, 2022, as set forth in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 1, 2022. |
CUSIP No. 87164F105
| 1 |
NAME OF REPORTING PERSON.
Len Blavatnik | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 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
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 shares | ||||
| 8 | SHARED VOTING POWER
2,603,709 shares | |||||
| 9 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 10 | SHARED DISPOSITIVE POWER
2,603,709 shares | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,603,709 shares | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11);
4.7%(1) | |||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| (1) | All percentages of ownership of the Common Stock by Reporting Persons presented in this Statement are based on 55,012,245 shares of Common Stock outstanding, as of February 25, 2022, as set forth in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 1, 2022. |
Amendment No. 1 to Schedule 13D
This amendment to Schedule 13D is being filed by Access Industries Holdings LLC (“AIH”), AI Life Sciences Investments LLC (“AI Life Sciences”), AI LSI-SPV LLC (“AI LSI”), Access Industries Holdings (BVI) L.P. (“AIH BVI”), Access Industries, LLC (“AI”), Access Industries Management, LLC (“AIM”) and Len Blavatnik (collectively, the “Reporting Persons”, and each, a “Reporting Person”) to report the change in ownership of shares of common stock, $0.0001 par value per share (the “Common Stock”), of Syndax Pharmaceuticals, Inc. (the “Issuer”).
The Schedule 13D (the “Schedule”) filed with the Securities and Exchange Commission on May 3, 2021 is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 1. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, and refers only to information that has materially changed since the filing of the Schedule. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule.
| Item 5 | Interest in Securities of the Issuer |
The disclosure in Item 5 is hereby amended and restated in its entirety to read as follows:
(a) and (b) The responses of each of the Reporting Persons with respect to Rows 11, 12, and 13 of the cover pages of this Schedule 13D that relate to the aggregate number and percentage of Common Stock (including, but not limited to, footnotes to such information) are incorporated herein by reference.
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9, and 10 of the cover pages of this Schedule 13D that relate to the number of Common Stock as to which each of the persons or entities referenced in Item 2 has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of (including, but not limited to, footnotes to such information) are incorporated herein by reference.
2,603,709 shares of Common Stock are owned directly by AI Life Sciences and may be deemed to be beneficially owned by AIH, AI LSI, AIH BVI, AI, AIM and Len Blavatnik because (i) AI owns a majority of the membership interests of AIH BVI, (ii) AIM controls AI, AIH, AIH BVI and AI LSI Management LLC (the managing member of AI Life Sciences), (iii) Mr. Blavatnik is the controlling person of AIM, AI and AIH BVI, (iv) AIH BVI controls AIH and (v) AIH controls AI LSI (which holds certain membership interests in AI Life Sciences). Each of the Reporting Persons (other than AI Life Sciences), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
(c) Not applicable.
(d) Not applicable.
(e) As of February 25, 2022, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock.
| Item 7 | Materials to Be Filed as Exhibits |
The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order:
| Exhibit | Description | |
| 99.1.1 | Joint Filing Agreement, dated as of March 4, 2022. | |
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: March 4, 2022
| ACCESS INDUSTRIES HOLDINGS LLC | By: Access Industries Management, LLC, its Manager
/s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President | |
| AI LIFE SCIENCES INVESTMENTS LLC | By: AI LSI Management, LLC, its Managing Member
By: Access Industries Management, LLC, its Manager
/s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President | |
| AI LSI-SPV LLC | By: Access Industries Management, LLC, its Manager
/s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President | |
| ACCESS INDUSTRIES HOLDINGS (BVI) L.P. | By: Access Industries Management, LLC, its General Partner
/s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President | |
| ACCESS INDUSTRIES, LLC | By: Access Industries Management, LLC, its Manager
/s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President | |
| ACCESS INDUSTRIES MANAGEMENT, LLC | /s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President | |
| * Name: Len Blavatnik | ||
| * | The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith. |
| By: | /s/ Alejandro Moreno | |
| Name: Alejandro Moreno | ||
| Attorney-in-Fact |
Exhibit 99.1.1
Joint Filing Agreement
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D (and any amendments thereto) with respect to the Common Stock, par value $0.0001, beneficially owned by each of them, of Syndax Pharmaceuticals, Inc., a corporation incorporated under the laws of the State of Delaware. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 4th day of March, 2022.
| ACCESS INDUSTRIES HOLDINGS LLC | By: Access Industries Management, LLC, its Manager
/s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President | |
| AI LIFE SCIENCES INVESTMENTS LLC | By: AI LSI Management, LLC, its Managing Member
By: Access Industries Management, LLC, its Manager
/s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President | |
| AI LSI-SPV LLC | By: Access Industries Management, LLC, its Manager
/s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President | |
| ACCESS INDUSTRIES HOLDINGS (BVI) L.P. | By: Access Industries Management, LLC, its General Partner
/s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President | |
| ACCESS INDUSTRIES, LLC | By: Access Industries Management, LLC, its Manager
/s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President | |
| ACCESS INDUSTRIES MANAGEMENT, LLC | /s/ Alejandro Moreno Name: Alejandro Moreno Title: Executive Vice President | |
| * Name: Len Blavatnik | ||
| * | The undersigned, by signing his name hereto, executes this Schedule 13D pursuant to the Limited Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith. |
| By: | /s/ Alejandro Moreno Name: Alejandro Moreno Attorney-in-Fact |