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 |
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Syndax Pharmaceuticals Inc [ SNDX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/08/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 03/08/2016 | C | 1,138,210(1) | A | (2) | 1,138,210 | I | See footnote(3) | ||
Common Stock | 03/08/2016 | C | 718,396(4) | A | (2) | 1,856,606 | I | See footnote(5) | ||
Common Stock | 03/08/2016 | C | 312,085(6) | A | (2) | 2,168,691 | I | See footnote(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Series A-1 Preferred Stock | (2) | 03/08/2016 | C | 1,138,210(1) | (2) | (2) | Common Stock | 1,138,210(1) | (2) | 0 | I | See footnote(1) | |||
Series B-1 Preferred Stock | (2) | 03/08/2016 | C | 718,396(4) | (2) | (2) | Common Stock | 718,396(4) | (2) | 0 | I | See footnote(4) | |||
Series C-1 Preferred Stock | (2) | 03/08/2016 | C | 312,085(6) | (2) | (2) | Common Stock | 312,085(6) | (2) | 0 | I | See footnote(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The shares were converted as follows: 948,247 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 36,532 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG"), 26,964 by MPM Asset Management Investors BV4 LLC ("AM BV4") and 126,467 shares held by MPM BioVentures IV Strategic Fund, L.P. ("BV IV SF"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC ("BV LLC") are the direct and indirect general partners of BV IV QP, BV IV KG and BV IV SF and BV LLC is the manager of AM BV4. Ansbert Gadicke, Luke Evnin, Vaughn M. Kailian, James Paul Scopa and Todd Foley are the members of BV LLC. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. |
2. The shares of Series A-1 Preferred Stock, Series B-1 Preferred Stock and Series C-1 Preferred Stock converted into one share of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of further consideration. The shares had no expiration date. |
3. The shares are held as follows: 948,247 by BV IV QP, 36,532 by MPM BV IV KG, 26,964 by AM BV4 and 126,467 shares held by BV IV SF. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. |
4. The shares were converted as follows: 598,509 by BV IV QP, 23,053 by BV IV KG, 17,013 by AM BV4 and 79,821 shares held by BV IV SF. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. |
5. The shares are held as follows: 1,546,756 by BV IV QP, 59,585 by MPM BV IV KG, 43,977 by AM BV4 and 206,288 shares held by BV IV SF. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. |
6. The shares were converted as follows: 260,003 by BV IV QP, 10,015 by BV IV KG, 7,392 by AM BV4 and 34,675 shares held by BV IV SF. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. |
7. The shares are held as follows: 1,806,759 by BV IV QP, 69,600 by MPM BV IV KG, 51,369 by AM BV4 and 240,963 shares held by BV IV SF. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. |
Remarks: |
By Luke Evnin,member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC, the general partner of MPM BioVentures IV QP, L.P. /s/ Luke Evnin | 03/09/2016 | |
/s/ James Paul Scopa | 03/09/2016 | |
/s/ Todd Foley | 03/09/2016 | |
/s/ Ansbert Gadicke | 03/09/2016 | |
/s/ Vaughn M. Kailian | 03/09/2016 | |
By Luke Evnin, member of MPM BioVentures IV LLC, the manager of MPM Asset Management Investors BV4 LLC /s/ Luke Evnin | 03/09/2016 | |
By Luke Evnin, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC, the managing limited partner of MPM BioVentures IV GmbH & Co. /s/ Luke Evnin | 03/09/2016 | |
By Luke Evnin, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC /s/ Luke Evnin | 03/09/2016 | |
By Luke Evnin, member of MPM BioVentures IV LLC /s/ Luke Evnin | 03/09/2016 | |
By Luke Evnin, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC, the general partner of MPM BioVentures IV Strategic Fund, L.P. /s/ Luke Evnin | 03/09/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |