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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Synta Pharmaceuticals Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
87162T206
(CUSIP Number)
Mr. Scott B. Bernstein
Caxton Corporation
731 Alexander Road, Bldg. 2
Princeton, New Jersey 08540
(609) 419-1800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
6/8/07
(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).
23.0%
(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:
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).
23.0%
(14) Type of Reporting Person (See Instructions).
CO
(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:
956,756
(8) Shared Voting Power:
7,761,716
(9) Sole Dispositive Power:
956,756
(10) Shared Dispositive Power:
7,761,716
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
8,718,472
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
25.8%
(14) Type of Reporting Person (See Instructions).
IN
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value $.0001 per
share (the "Common Stock"), of Synta Pharmaceuticals Corp. (the
"Company"). The principal executive office of the Company is located
at 45 Hartwell Avenue, Lexington, MA 02421.
Item 2. Identity and Background
(a) This statement is filed by CxSynta LLC, a Delaware Limited Liability
Company ("CxSynta"), Caxton Corporation, a Delaware Corporation, and
Mr. Bruce Kovner.
The persons listed on schedule B annexed hereto are the Executive
Officers of CxSynta and the persons listed on Schedule C annexed
hereto are the Directors and Executive Officers of Caxton
Corporation (together the "Listed Persons").
(b)
(i) The address of CxSynta is 731 Alexander Road, Bldg. 2
Princeton, NJ 08540
(ii) The address of Caxton Corporation is 731 Alexander Road,
Bldg. 2 Princeton, NJ 08540
(iii) The business address of Mr. Kovner is 500 Park Avenue,
New York, NY 10022.
(c)
(i) The principal business of CxSynta is to serve primarily as an
investment vehicle for investment in the securities of the Company.
(ii) The principal business of Caxton Corporation is serving as
managing member of Caxton Associates, L.L.C.
(iii) The present principal occupation of Mr. Kovner is Chairman of
Caxton Associates, L.L.C. The address of Caxton Associates, L.L.C.,
is 731 Alexander Road, Bldg. 2 Princeton, NJ 08540
(d) No person filing this statement and none of the Listed Persons (to
the knowledge of the undersigneds) has during the past five years,
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) No person filing this statement and none of the Listed Persons (to
the knowledge of the undersigneds) has during the last five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such a proceeding
was or is subject to a judgement, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject
to Federal or state securities laws or finding any violation with
respect to such laws.
(f) Mr. Kovner is a United States citizen. Schedules
B and c set forth the citizenship of each of the Listed Persons.
Item 3. Source and Amount of Funds or Other Consideration
CxSynta has expended an aggregate of approximately $92,662,085
(excluding commissions, if any) 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. Kovner has expended an aggregate of approximately $8,947,882
(excluding commissions, if any) to acquire the 902,069 shares of
Common Stock directly owned by him. The purchase price for the
shares of Common Stock acquired by Mr. Kovner was paid out of Mr.
Kovner's personal funds.
Item 4. Purpose of Transaction.
CxSynta and Mr. Kovner each acquired shares of Common Stock of the
Company for investment purposes. Based on a review 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
(a) (i) CxSynta beneficially owns 7,761,716 shares
of Common Stock, representing approximately 23.0% of the total
shares of Common Stock issued and outstanding.
(ii) Caxton Corporation is the managing member of CxSynta and as such,
has voting and dispositive power with respect to the shares beneficially
owned by CxSynta. As a result, Caxton Corporation maybe deemed to
beneficially own 7,761,716 shares of Common Stock, representing
approximately 23.0% of the total shares of Common Stock issued
and outstanding.
(iii) Mr. Kovner has sole beneficial ownership of 956,756 shares of
Common Stock, which includes options to purchase 54,687 shares of Common
Stock upon the exercise of such options. In addition, Mr. Kovner is the
Chairman and sole shareholder of Caxton Corporation and as a result may
be deemed to beneficially own the securities of the Company owned by
CxSynta. As a result of the foregoing, Mr. Kovner may be deemed to
beneficially own an aggregate of 8,718,472 shares of Common Stock,
representing approximately 25.8% of the total shares of Common Stock
issued and outstanding.
(b) Caxton Corporation and Mr. Kovner may be deemed to share voting and
dispositive power over the 7,761,716 shares of Common Stock owned
directly by CxSynta. In addition, Mr. Kovner has sole voting and
dispositive power with respect to the 956,756 shares of Common Stock
which he directly beneficially owns.
(c) Schedule A annexed hereto sets forth certain information with respect to
transactions by Mr. Kovner in the Common Stock of the Company during the
past 60 days. All transaction set forth on Schedule were effected in the
NASDAQ Global Market and other electronic trading platforms.
Besides Mr. Kovner, no other reporting person or
Listed Person as listed in Schedules B and C has executed any
transactions in the Common Stock of the Company during the past 60 days.
(d) Except as described above, no person is known to have the right
to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Pursuant to the Company's Director Compensation Policy, Mr. Kovner has a
right to elect to receive compensation as a Director in the form of cash
and or restricted stock. As disclosed in Item 5, Mr. Kovner has received
in his capacity as a Director options to purchase 54,687 shares of Common
Stock which are exercisable at a price of $10.84 per share.
Except as set forth above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons
filing this Report or the Listed 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
with-holding of proxies.
Item 7. Material to Be Filed as Exhibits
The following are filed as Exhibits to this statement on Schedule 13D:
Exhibit 1 - Joint Acquisition Statement Pursuant To Rule 13d-1(k)(1)
Exhibit 2 - Company's Director Compensation Policy (The Company's
Director Compensation Policy is filed as Exhibit 2 and is incorporated
herein by reference to Exhibit 10.3 to the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange
Commission on November 22, 2006).
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: 6/18/2007 By Caxton Corporation, Managing Member
of CxSynta LLC,
by /s/ Scott B. Bernstein,
Secretary of Caxton Corporation
Caxton Corporation
Date: 6/18/2007 /s/ Scott B. Bernstein, Secretary of
Caxton Corporation
Bruce S. Kovner
Date: 6/18/2007 /s/ Scott B. Bernstein, Attorney-in-Fact
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).
Schedule A
No of Shares Price Per Share
Trade Date Purchased (Sold) (Excluding Commission)
6/8/2007 16,550 8.283
6/8/2007 19,317 8.303
6/11/2007 4,100 8.5639
6/11/2007 30,500 8.5833
Exhibit 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k) (1)
The undersigned acknowledge and agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13D shall be filed on behalf of each
of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
CxSynta LLC
Date: 6/18/2007 By Caxton Corporation, Managing Member
of CxSynta LLC,
by /s/ Scott B. Bernstein,
Secretary of Caxton Corporation
Caxton Corporation
Date: 6/18/2007 Caxton Corporation
/s/ Scott B. Bernstein, Secretary of
Caxton Corporation
Bruce S. Kovner
Date: 6/18/2007 /s/ Scott B. Bernstein, Attorney-in-Fact
Schedule B
CxSynta LLC
Executive Officers - CxSynta LLC
Bruce Kovner, Chairman
500 Park Avenue
New York, NY 10022
Principal Occupation: Chairman, Caxton Associates, L.L.C.
Citizenship: United States
Peter P. D'Angelo, President
500 Park Avenue
New York, NY 10022
Principal Occupation: President, Caxton Associates, L.L.C.
Citizenship: United States
John G. Forbes, Jr., Treasurer
500 Park Avenue
New York, NY 10022
Principal Occupation: Chief Financial Officer, Caxton Associates, L.L.C.
Citizenship: United States
Scott B. Bernstein, Secretary
500 Park Avenue
New York, NY 10022
Principal Occupation: General Counsel and Secretary, Caxton Associates, L.L.C.
Citizenship: United States
Karen Cross, Controller
500 Park Avenue
New York, NY 10022
Principal Occupation: Controller, Caxton Associates, L.L.C.
Citizenship: United States
Schedule C
Caxton Corporation
Board of Directors
Bruce Kovner, Chairman
500 Park Avenue
New York, NY 10022
Principal Occupation: Chairman, Caxton Associates, L.L.C.
Citizenship: United States
Peter P. D'Angelo, President
500 Park Avenue
New York, NY 10022
Principal Occupation: President, Caxton Associates, L.L.C.
Citizenship: United States
Executive Officers - Caxton Corporation
Bruce Kovner, Chairman
500 Park Avenue
New York, NY 10022
Principal Occupation: Chairman, Caxton Associates, L.L.C.
Citizenship: United States
Peter P. D'Angelo, President
500 Park Avenue
New York, NY 10022
Principal Occupation: President, Caxton Associates, L.L.C.
Citizenship: United States
John G. Forbes, Jr., Senior Vice President and Chief Financial Officer
500 Park Avenue
New York, NY 10022
Principal Occupation: Chief Financial Officer, Caxton Associates, L.L.C.
Citizenship: United States
Scott B. Bernstein, Vice President, General Counsel and Secretary
500 Park Avenue
New York, NY 10022
Principal Occupation: General Counsel and Secretary, Caxton Associates, L.L.C.
Citizenship: United States
Karen Cross, Vice President and Controller
500 Park Avenue
New York, NY 10022
Principal Occupation: Controller, Caxton Associates, L.L.C.
Citizenship: United States