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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
Synta Pharmaceuticals Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87162T206
(CUSIP Number)
Mr. Heath N. Weisberg
Caxton Corporation
731 Alexander Road, Bldg. 2
Princeton, New Jersey 08540
(609) 919-7608
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
09/30/2014
(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 Section 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. | |
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section
240.13d-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).
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
CxSynta LLC
02-0604347
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
7,761,716
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
7,761,716
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
7,761,716
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
7.4%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Caxton Corporation
22-2437619
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
21,643,183
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
21,643,183
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
21,643,183
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
20.7%
(14) Type of Reporting Person (See Instructions).
CO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2011 Family Trust
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
125,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
125,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
125,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.1%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2011-B Investment Trust
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
125,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
125,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
125,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.1%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2011-C Investment Trust
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
125,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
125,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
125,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.1%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2011-D Investment Trust
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
125,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
125,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
125,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.1%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2012-A Synta Investment Trust
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
475,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
475,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
475,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.5%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2012-B Synta Investment Trust
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
475,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
475,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
475,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.5%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2012-C Synta Investment Trust
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
475,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
475,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
475,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.5%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2012-D Synta Investment Trust
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
475,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
475,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
475,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.5%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 2012 Family Trust B
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
New York
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
3,100,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
3,100,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
3,100,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
3.0%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OB Select Opportunities, LLC
22-3623004
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
5,460,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
5,460,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
5,460,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
5.2%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Ben-Ur, David
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(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) |_|
(6) Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
6,200
(8) Shared Voting Power:
0
(9) Sole Dispositive Power:
6,200
(10) Shared Dispositive Power:
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
6,200
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.0%
(14) Type of Reporting Person (See Instructions).
IN
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Krishnamurthy, Arvind
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(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) |_|
(6) Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
5,000
(8) Shared Voting Power:
0
(9) Sole Dispositive Power:
5,000
(10) Shared Dispositive Power:
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
5,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.0%
(14) Type of Reporting Person (See Instructions).
IN
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Shteinbuk, Yuriy
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(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) |_|
(6) Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
3,000
(8) Shared Voting Power:
0
(9) Sole Dispositive Power:
3,000
(10) Shared Dispositive Power:
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
3,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.0%
(14) Type of Reporting Person (See Instructions).
IN
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Weisberg, Heath
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(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) |_|
(6) Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
3,000
(8) Shared Voting Power:
0
(9) Sole Dispositive Power:
3,000
(10) Shared Dispositive Power:
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
3,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.0%
(14) Type of Reporting Person (See Instructions).
IN
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Wolfe, Jason
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(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) |_|
(6) Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
4,000
(8) Shared Voting Power:
0
(9) Sole Dispositive Power:
4,000
(10) Shared Dispositive Power:
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
4,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.0%
(14) Type of Reporting Person (See Instructions).
IN
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
KFO HOLDINGS LLC
46-4139835
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(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
United States
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
8,421,467
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
8,421,467
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
8,421,467
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
8.1%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner, Bruce
(2) Check the Appropriate Box if a Member of a Group (See Instructions) (a)|_|
(b)|x|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
AF,PF
(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
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
3,096,215
(8) Shared Voting Power:
27,143,183
(9) Sole Dispositive Power:
3,096,215
(10) Shared Dispositive Power:
27,143,183
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
30,239,398
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
29.0%
(14) Type of Reporting Person (See Instructions).
IN
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by adding the following thereto:
Mr. Kovner has expended, in aggregate, approximately $51,764,698
to acquire 9,442,206 shares of Synta Pharmaceuticals Corp. The
purchase price for the shares of Common Stock acquired by Mr.
Kovner was paid out of Mr. Kovner's personal funds. 67,695 of
the outstanding shares of Common Stock directly owned by Mr.
Kovner were issued to Mr. Kovner as compensation for his service
on the Company's Board of Directors or certain of its committees.
Mr. Kovner also was granted 44,500 options on the Common Stock
of the Company as compensation in connection with his service on
the Company's Board of Directors.
CxSynta has expended an aggregate of approximately $92,662,082
to purchase the 7,761,716 shares of Common Stock directly owned
by it. The purchase price for such acquired shares was paid out
of CxSynta working capital.
Mr. David Ben-Ur has expended, in aggregate, approximately
$37,076 (excluding commissions) to acquire 6,200 shares of the
Company.
Mr. Arvind Krishnamurthy has expended, in aggregate, approximately
$28,730 (excluding commissions) to acquire 5,000 shares of the
Company.
Mr. Yuriy Shteinbuk has expended, in aggregate, approximately
$17,175 (excluding commissions) to acquire 3,000 shares of the
Company.
Mr. Heath Weisberg has expended, in aggregate, approximately
$12,820 (excluding commissions) to acquire 3,000 shares of the
Company.
Mr. Jason Wolfe has expended, in aggregate, approximately
$16,813 (excluding commissions) to acquire 4,000 shares of the
Company.
KFO Holdings LLC has expended, in aggregate, approximately
$43,910,147 to acquire 8,223,281 shares of the company. KFO
Holdings LLC also received 976,522 shares (approx. cost of
$3,611,276) of Common Stock of the Company as a transfer from Mr.
Kovner. KFO Holdings LLC transferred 778,336 shares (approx. cost
of $6,693,690) of Common Stock to OB Select Opportunities, LLC.
Kovner 2012 Family Trust B has expended, in aggregate, approximately
$14,154,359 to acquire 3,100,000 shares of the company.
OB Select Opportunities has expended an aggregate of approximately
$6,000,000 to purchase the 1,600,000 shares of Common Stock directly
owned by it. OB Select Opportunities LLC received 3,081,664 shares
(approx. cost of $19,999,999) of Common Stock of the Company as a
transfer from Mr. Kovner. OB Select Opportunities LLC received
778,336 shares (approx. cost of $6,693,690) of Common Stock of the
Company as a transfer from KFO Holdings LLC.
With the exception of the Kovner 2012 Family Trust B, each of the
trusts listed herein have received their respective shares of
Common Stock of the Company as gifts from Mr. Kovner which represents
2,400,000 shares (approx. cost of $14,749,211) of Common Stock. Mr.
Kovner also transferred 976,522 shares of Common Stock to KFO
Holdings LLC and 3,081,664 shares of common stock to OB Select
Opportunities LLC as described above.
Item 4. Purpose of Transaction.
Each of the shares of Common Stock of the Company that are
indicated herein were acquired for investment purposes. Based on
a review of the investment, each of the Reporting Persons 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 the Company, or derivatives or other instruments
related to the securities of the Company.
Mr. Kovner currently serves as a Director of the Company. In that
capacity, he participates in the ordinary course in Board of
Directors' related activities and may participate in the management
of the Company.
Except as set forth in this Schedule 13D, none of the reporting
persons has any plans or proposals that relate to any of the matters
referred to in paragraphs (a) through (j) of the instructions to Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Issuer
Subparagraph (a), (b) and (c) of Item 5 of the Schedule 13D is
hereby amended and replaced by the following:
(a) (i) CxSynta LLC beneficially owns 7,761,716 shares of Common Stock,
representing approximately 7.4% of the 104,369,471 shares of Common
Stock reported to be outstanding in the 10-Q dated August 06, 2014.
The percentages used herein and in the rest of this Amendment No. 12
are calculated based upon such number of outstanding shares.
(ii) Caxton Corporation is the Manager of CxSynta LLC, KFO Holdings
LLC and OB Select Opportunities LLC and as such, has voting and
dispositive power with respect to the 7,761,716 shares beneficially
owned by CxSynta LLC, the 8,421,467 shares beneficially owned by
KFO Holdings LLC and the 5,460,000 shares beneficially owned by OB
Select Opportunities LLC. As a result, Caxton Corporation may
be deemed to beneficially own 21,643,183 shares of Common Stock,
representing approximately 20.7% of the total shares of Common
Stock issued and outstanding.
(iii) Kovner 2011 Family Trust beneficially owns 125,000 shares
of Common Stock, representing approximately 0.1% of the total shares of
Common Stock issued and outstanding. Mr. Kovner may be deemed to
indirectly have voting and dispositive power with respect to such
125,000 shares. As a result, Mr. Kovner may be deemed to beneficially
own 125,000 shares of Common Stock, representing approximately 0.1% of
the total shares of Common Stock issued and outstanding.
(iv) Kovner 2011-B Investment Trust beneficially owns 125,000 shares
of Common Stock, representing approximately 0.1% of the total shares of
Common Stock issued and outstanding. Mr. Kovner may be deemed to
indirectly have voting and dispositive power with respect to such
125,000 shares. As a result, Mr. Kovner may be deemed to beneficially
own 125,000 shares of Common Stock, representing approximately 0.1%
of the total shares of Common Stock issued and outstanding.
(v) Kovner 2011-C Investment Trust beneficially owns 125,000 shares
of Common Stock, representing approximately 0.1% of the total shares of
Common Stock issued and outstanding. Mr. Kovner may be deemed to
indirectly have voting and dispositive power with respect to such
125,000 shares. As a result, Mr. Kovner may be deemed to beneficially
own 125,000 shares of Common Stock, representing approximately 0.1%
of the total shares of Common Stock issued and outstanding.
(vi) Kovner 2011-D Investment Trust beneficially owns 125,000 shares
of Common Stock, representing approximately 0.1% of the total shares of
Common Stock issued and outstanding. Mr. Kovner may be deemed to
indirectly have voting and dispositive power with respect to such
125,000 shares. As a result, Mr. Kovner may be deemed to beneficially
own 125,000 shares of Common Stock, representing approximately 0.1%
of the total shares of Common Stock issued and outstanding.
(vii) Kovner 2012-A Synta Investment Trust beneficially owns 475,000
shares of Common Stock, representing approximately 0.5% of the total
shares of Common Stock issued and outstanding. Mr. Kovner may be
deemed to indirectly have voting and dispositive power with respect to
such 475,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 475,000 shares of Common Stock, representing
approximately 0.5% of the total shares of Common Stock issued and
outstanding.
(viii)Kovner 2012-B Synta Investment Trust beneficially owns 475,000
shares of Common Stock, representing approximately 0.5% of the total
shares of Common Stock issued and outstanding. Mr. Kovner may be
deemed to indirectly have voting and dispositive power with respect to
such 475,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 475,000 shares of Common Stock, representing
approximately 0.5% of the total shares of Common Stock issued and
outstanding.
(ix) Kovner 2012-C Synta Investment Trust beneficially owns 475,000
shares of Common Stock, representing approximately 0.5% of the total
shares of Common Stock issued and outstanding. Mr. Kovner may be
deemed to indirectly have voting and dispositive power with respect to
such 475,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 475,000 shares of Common Stock, representing
approximately 0.5% of the total shares of Common Stock issued and
outstanding.
(x) Kovner 2012-D Synta Investment Trust beneficially owns 475,000
shares of Common Stock, representing approximately 0.5% of the total
shares of Common Stock issued and outstanding. Mr. Kovner may be
deemed to indirectly have voting and dispositive power with respect to
such 475,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 475,000 shares of Common Stock, representing
approximately 0.5% of the total shares of Common Stock issued and
outstanding.
(xi) Kovner 2012 Family Trust B beneficially owns 3,100,000 shares
of Common Stock, representing approximately 3.0% of the total shares
of Common Stock issued and outstanding. Mr. Kovner may be deemed to
indirectly have voting and dispositive power with respect to such
3,100,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 3,100,000 shares of Common Stock, representing
approximately 3.0% of the total shares of Common Stock issued and
outstanding.
(xii) OB Select Opportunities LLC directly owns of 5,460,000
shares of Common Stock, representing approximately 5.2% of the total
shares of Common Stock issued and outstanding. Mr. Kovner may be
deemed to indirectly have voting and dispositive power with respect to
such 5,460,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 5,460,000 shares of Common Stock, representing
approximately 5.2% of the total shares of Common Stock issued and
outstanding.
(xiii) Mr. Ben-Ur is the Chief Investment Officer of Caxton Alternative
Management LP and has sole beneficial ownership of 6,200 shares of
Common Stock, representing approximately 0.0% of the total shares of
Common Stock issued and outstanding.
(xiv) Mr. Arvind Krishnamurthy is principal of Caxton Alternative
Management LP and has sole beneficial ownership of 5,000 shares of
Common Stock, representing approximately 0.0% of the total shares of
Common Stock issued and outstanding.
(xv) Mr. Yuriy Shteinbuk is associate of Caxton Alternative
Management LP and has sole beneficial ownership of 3,000 shares of
Common Stock, representing approximately 0.0% of the total shares of
Common Stock issued and outstanding.
(xvi) Mr. Heath Weisberg is general counsel of Caxton Alternative
Management LP and has sole beneficial ownership of 3,000 shares of
Common Stock, representing approximately 0.0% of the total shares of
Common Stock issued and outstanding.
(xvii) Mr. Jason Wolfe is trader of Caxton Alternative
Management LP and has sole beneficial ownership of 4,000 shares of
Common Stock, representing approximately 0.0% of the total shares of
Common Stock issued and outstanding.
(xviii)KFO Holdings LLC beneficially owns of 8,421,467 shares of
Common Stock, representing approximately 8.1% of the total
shares of Common Stock issued and outstanding. Mr. Kovner may be
deemed to indirectly have voting and dispositive power with respect to
such 8,421,467 shares. As a result, Mr. Kovner may be deemed to
beneficially own 8,421,467 shares of Common Stock, representing
approximately 8.1% of the total shares of Common Stock issued and
outstanding.
(xix) Mr. Kovner has sole beneficial ownership of 3,096,215 shares of
Common Stock, which includes options to purchase 44,500 shares of
Common Stock upon the exercise of such options. In addition, Mr. Kovner
is the Chairman and sole shareholder of Caxton Corporation, the Manager
of CxSynta LLC, KFO Holdings LLC and OB Select Opportunities LLC and as
a result may be deemed to beneficially own 21,643,183 securities of the
Company owned by CxSynta LLC, KFO Holdings LLC and OB Select
Opportunities Select LLC. Mr. Kovner may be deemed to indirectly have
voting and dispositive power with respect to each of the following
trusts and, as a result, may be deemed to beneficially own the
5,500,000 securities of the Company owned by such trusts, in aggregate:
Kovner 2012-A Synta Investment Trust; Kovner 2012-B Synta Investment
Trust; Kovner 2012-C Synta Investment Trust; Kovner 2012-D Synta
Investment Trust; 2011-B Investment Trust; 2011-C Investment Trust;
2011-D Investment Trust; Kovner 2012 Family Trust B and Kovner 2011
Family Trust. As a result of the foregoing, Mr. Kovner may be deemed
to beneficially own an aggregate of 30,239,398 shares of Common Stock,
representing approximately 29.0% of the total shares of Common Stock
issued and outstanding.
Mr. Kovner disclaims beneficial ownership of the shares of Common Stock
owned directly by CxSynta LLC, KFO Holdings LLC and OB Select
Opportunities LLC, except to the extent of his pecuniary interest
therein. Mr. Kovner also disclaims beneficial ownership of the shares
of Common Stock directly owned by each of the aforementioned trusts.
(b) Caxton Corporation and Mr. Kovner, as Chairman and sole shareholder of
Caxton Corporation, the Manager of CxSynta LLC, KFO Holdings LLC and OB
Select Opportunities, LLC, may be deemed to share voting and dispositive
power over 7,761,716 shares of Common Stock owned directly by CxSynta
LLC, over 8,421,467 shares of Common Stock owned directly by KFO
Holdings LLC and 5,460,000 shares of Common Stock owned directly by
OB Select Opportunities LLC. Mr. Kovner may be deemed to share voting
and dispositive power with respect to the aggregate 5,500,000 shares
of Common Stock held by the following trusts: Kovner 2011-B Investment
Trust, Kovner 2011-C Investment Trust, Kovner 2011-D Investment Trust,
Kovner 2012-A Synta Investment Trust, Kovner 2012-B Synta Investment
Trust, Kovner 2012-C Synta Investment Trust, Kovner 2012-D Synta
Investment Trust, Kovner 2012 Family Trust B and Kovner 2011 Family
Trust. Mr. Ben-Ur has sole voting and dispositive power over the
6,200 shares of Common Stock owned directly by him. Mr. Krishnamurthy
has sole voting and dispositive power over the 5,000 shares of Common
Stock owned directly by him. Mr. Shteinbuk has sole voting and
dispositive power over the 3,000 shares of Common Stock owned
directly by him. Mr. Weisberg has sole voting and dispositive
power over the 3,000 shares of Common Stock owned directly by him. Mr.
Wolfe has sole voting and dispositive power over the 4,000 shares of
Common Stock owned directly by him. In addition, Mr. Kovner has sole
voting and dispositive power with respect to the 3,096,215 shares of
Common Stock (which includes the options thereon) that he directly
beneficially owns.
(c) On September 30, 2014, KFO Holdings, LLC purchased 300,000 shares of
Common Stock for approximately $923,130. As of September 30, 2014
67,595 of the outstanding shares of Common Stock directly owned by Mr.
Kovner were issued to Mr. Kovner as compensation for his service on the
Company's Board of Directors or certain of its committees. Mr. Kovner
also was granted 44,500 options on the Common Stock of the Company as
compensation in connection with his service on the Company's Board
of Directors.
Except as reported in this statement on Schedule 13D, the Reporting
Persons are not believed to have engaged in any other transactions in
the Company's securities since the most recent filing of Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 is hereby amended by adding the following thereto:
The information contained in Item 5 of this Amendment No.12 is
incorporated by reference.
Mr. Ben-Ur serves as Chief Investment Officer, Mr. Krishnamurthy serves
as principal, Mr. Shteinbuk serves as associate, Mr. Weisberg serves as
General Counsel and Mr. Wolfe serves as Trader of Caxton Alternative
Management LP, an entity indirectly controlled by Mr. Kovner. As
such they have agreed, during the course of their employment with Caxton
Alternative Management LP, to abide by certain policies and
procedures applicable to Mr. Kovner as a Director of the Company.
By reason of this agreement, Mr. Kovner, Mr. Ben-Ur, Mr. Krishnamurthy,
Mr. Shteinbuk, Mr. Weisberg and Mr. Wolfe may be deemed to be members
of a group. Mr. Kovner, Mr. Ben-Ur, Mr. Krishnamurthy, Mr. Shteinbuk,
Mr. Weisberg and Mr. Wolfe and all other Reporting Persons named herein,
expressly disclaim beneficial ownership of the Common Stock of the
other Reporting Persons, except to the extent they may have an interest
in such other Reporting Person.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons
filing this Report or the Reporting Persons or between such persons and
any other person with respect to any securities of the Company,
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 withholding of proxies.
Item 7. Material to Be Filed as Exhibits
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.
CxSynta LLC
Date: 10/06/2014 By Caxton Corporation, Managing Member
of CxSynta LLC,
/s/ Heath N. Weisberg, as General
Counsel and Chief Compliance Officer of
Caxton Corporation
Caxton Corporation
Date: 10/06/2014 /s/ Heath N. Weisberg, as General
Counsel and Chief Compliance Officer
of Caxton Corporation
Date: 10/06/2014 Kovner 2011 Family Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 10/06/2014 Kovner 2011-B Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 10/06/2014 Kovner 2011-C Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 10/06/2014 Kovner 2011-D Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 10/06/2014 Kovner 2012-A Synta Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 10/06/2014 Kovner 2012-B Synta Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 10/06/2014 Kovner 2012-C Synta Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 10/06/2014 Kovner 2012-D Synta Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 10/06/2014 Kovner 2012 Family Trust B
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 10/06/2014 OB Select Opportunities, LLC
By Caxton Corporation, Manager
of OB Select Opportunities LLC,
/s/ Heath N. Weisberg, as General
Counsel and Chief Compliance Officer of
Caxton Corporation
Date: 10/06/2014 David Ben-Ur
/s/ David Ben-Ur
Date: 10/06/2014 Arvind Krishnamurhty
/s/ Arvid Krishnamurthy
Date: 10/06/2014 Yuriy Shteinbuk
/s/ Yuriy Shteinbuk
Date: 10/06/2014 Heath N. Weisberg
/s/ Heath N. Weisberg
Date: 10/06/2014 Jason Wolfe
/s/ Jason Wolfe
Date: 10/06/2014 KFO Holdings LLC
By Caxton Corporation, Manager
of KFO Holdings LLC,
/s/ Heath N. Weisberg, as General
Counsel and Chief Compliance Officer of
Caxton Corporation
Bruce S. Kovner
Date: 10/06/2014 /s/ Heath N. Weisberg, as attorney
in fact for Bruce Kovner
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of the filing person), evidence of
the representative's authority to sign on behalf of such person shall be
filed with the statement: provided, however, that a power of attorney for
this purpose which is already on file with the Commission may be incorporated
by reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).