SEC Form 4

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

OMB APPROVAL

OMB Number: | 3235-0287
Estimated average burden
hours per response: | 0.5

| 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 ^*
Kovner Bruce

(Last) | (First) | (Middle)
C/O CAXTON CORPORATION
731 ALEXANDER ROAD, BLDG 2

(Street)
PRINCETON | NJ | 08540

(City) | (State) | (Zip)

2. Issuer Name and Ticker or Trading Symbol
SYNTA PHARMACEUTICALS CORP [ SNTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X | Director | X | 10% Owner
| Officer (give title below) | | Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
X | Form filed by One Reporting Person
| Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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 | 06/04/2013 | | P | | 505,100 | A | $4.9924^(1) | 505,100 | I | By Kovner 2012 Family Trust B | | |
Common Stock | 06/05/2013 | | P | | 756,000 | A | $4.7113^(2) | 1,261,100 | I | By Kovner 2012 Family Trust B | | |
Common Stock | 06/06/2013 | | P | | 738,900 | A | $4.3131^(3) | 2,000,000 | I | By Kovner 2012 Family Trust B | | |
Common Stock | | | | | | | | 6,170,330^(4) | D | | | |
Common Stock | | | | | | | | 125,000 | I | By Kovner 2011-A Investment Trust | | |
Common Stock | | | | | | | | 125,000 | I | By Kovner 2011-B Investment Trust | | |
Common Stock | | | | | | | | 125,000 | I | By Kovner 2011-C Investment Trust | | |
Common Stock | | | | | | | | 125,000 | I | By Kovner 2011-D Investment Trust | | |
Common Stock | | | | | | | | 475,000 | I | By Kovner 2012-A Synta Investment Trust | | |
Common Stock | | | | | | | | 475,000 | I | By Kovner 2012-B Synta Investment Trust | | |
Common Stock | | | | | | | | 475,000 | I | By Kovner 2012-C Synta Investment Trust | | |
Common Stock | | | | | | | | 475,000 | I | By Kovner 2012-D Synta Investment Trust | | |
Common Stock | | | | | | | | 4,199,803^(4) | I | By KFO Holdings LLC ^(5) | | |
Common Stock | | | | | | | | 7,761,716 | I | By CxSynta LLC ^(6) | | |

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 | | | | | | | |
Explanation of Responses:
1. The shares were purchased in multiple transactions at prices ranging from $4.95 to $5.03 per share. The price reported above is the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request to the staff of the SEC, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price within the range set forth above.
2. The shares were purchased in multiple transactions at prices ranging from $4.51 to $5.04 per share. The price reported above is the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request to the staff of the SEC, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price within the range set forth above.
3. The shares were purchased in multiple transactions at prices ranging from $3.9495 to $4.62 per share. The price reported above is the weighted average purchase price. The Reporting Person hereby undertakes to provide upon request to the staff of the SEC, the Issuer or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price within the range set forth above.
4. Reflects the transfer of 926,522 shares on May 14, 2013 from Mr. Kovner to KFO Holdings LLC ("KFO").
5. These shares are owned directly by KFO and indirectly by the Reporting Person as the sole member of KFO.
6. These shares are owned directly by CxSynta LLC and indirectly by the Reporting Person as chairman and sole shareholder of Caxton Corporation, the managing member of CxSynta LLC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
| /s/ Heath N. Weisberg, as Attorney-in-Fact for Bruce Kovner | 06/06/2013
| ** 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.