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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
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)
11/12/2012, 11/13/12 and 11/14/12
(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).
12.5%
(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:
8,709,416
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
8,709,416
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
8,709,416
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
14.1%
(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-A 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).
0.2%
(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).
0.2%
(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).
0.2%
(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).
0.2%
(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).
0.8%
(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).
0.8%
(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).
0.8%
(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).
0.8%
(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:
5,200
(8) Shared Voting Power:
0
(9) Sole Dispositive Power:
5,200
(10) Shared Dispositive Power:
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
5,200
(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:
2,500
(8) Shared Voting Power:
0
(9) Sole Dispositive Power:
2,500
(10) Shared Dispositive Power:
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
2,500
(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:
1,500
(8) Shared Voting Power:
0
(9) Sole Dispositive Power:
1,500
(10) Shared Dispositive Power:
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
1,500
(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
(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:
947,700
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
947,700
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
947,700
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
1.5%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner, 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:
7,123,852
(8) Shared Voting Power:
11,109,416
(9) Sole Dispositive Power:
7,123,852
(10) Shared Dispositive Power:
11,109,416
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
18,233,268
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
29.5%
(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 $51,804,640
(excluding commissions, if any) to acquire 9,444,480 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. 52,372 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
27,000 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 $92,662,085
(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. David Ben-Ur has expended, in aggregate, approximately
$32,538 (excluding commissions) to acquire 5,200 shares of the
Company.
Mr. Arvind Krishnamurthy has expended, in aggregate, approximately
$17,480 (excluding commissions) to acquire 2,500 shares of the
Company.
Mr. Yuriy Shteinbuk has expended, in aggregate, approximately
$10,585 (excluding commissions) to acquire 1,500 shares of the
Company.
KFO Holdings LLC has expended, in aggregate, apprxomately $5,219,776
(excluding commissions) to acquire 947,700 shares of the company.
Each of the trusts listed herein have received their respective
shares of Common Stock of the Company as gifts from Mr. Kovner.
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 12.5% of the 61,900,896 shares of Common
Stock reported to be outstanding in the Company's 10-Q
filed with the Securities and Exchange Commission on November 1, 2012.
The percentages used herein and in the rest of this Amendment
No. 6 are calculated based upon such number of outstanding shares.
(ii) Caxton Corporation is the managing member of CxSynta LLC and
Manager of KFO Holdings LLC and as such, has voting and dispositive
power with respect to the 7,761,716 shares beneficially owned by
CxSynta LLC and the 947,700 shares beneficially owned by
KFO Holdings LLC. As a result, Caxton Corporation
may be deemed to beneficially own 8,709,416 shares of Common
Stock, representing approximately 14.1% of the total shares
of Common Stock issued and outstanding.
(iii) Kovner 2011-A Investment Trust beneficially owns 125,000 shares
of Common Stock, representing approximately 0.2% 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
125,000 shares. As a result, Mr. Kovner may be deemed to beneficially
own 125,000 shares of Common Stock, representing approximately 0.2%
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 0.2% 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
125,000 shares. As a result, Mr. Kovner may be deemed to beneficially
own 125,000 shares of Common Stock, representing approximately 0.2%
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 0.2% 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
125,000 shares. As a result, Mr. Kovner may be deemed to beneficially
own 125,000 shares of Common Stock, representing approximately 0.2%
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 0.2% 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
125,000 shares. As a result, Mr. Kovner may be deemed to beneficially
own 125,000 shares of Common Stock, representing approximately 0.2%
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 0.8% 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 0.8% 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 0.8% 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 0.8% 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 0.8% 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 0.8% 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 0.8% 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 0.8% of the total shares of Common Stock issued and
outstanding.
(xi) Mr. Ben-Ur is the Chief Investment Officer of Caxton Alternative
Management LP and has sole beneficial ownership of 5,200 shares of
Common Stock, representing approximately 0.0% of the total shares of
Common Stock issued and outstanding.
(xii) Mr. Arvind Krishnamurthy is principal of Caxton Alternative
Management LP and has sole beneficial ownership of 2,500 shares of
Common Stock, representing approximately 0.0% of the total shares of
Common Stock issued and outstanding.
(xiii) Mr. Yuriy Shteinbuk is associate of Caxton Alternative
Management LP and has sole beneficial ownership of 1,500 shares of
Common Stock, representing approximately 0.0% of the total shares of
Common Stock issued and outstanding.
(xiv)KFO Holdings LLC beneficially owns of 947,700 shares of
Common Stock, representing approximately 1.5% 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 947,700 shares. As a result, Mr. Kovner may be deemed to
beneficially own 947,700 shares of Common Stock, representing
approximately 1.5% of the total shares of Common Stock issued and
outstanding.
(xv) Mr. Kovner has sole beneficial ownership of 7,123,852 shares of
Common Stock, which includes options to purchase 27,000 shares of
Common Stock upon the exercise of such options. In addition, Mr. Kovner
is the Chairman and sole shareholder of Caxton Corporation, the managing
member of CxSynta LLC, and the Manager of KFO Holdings LLC and as a
result may be deemed to beneficially own the securities of the Company
owned by CxSynta LLC and KFO Holdings 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 2,400,000 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; Kovner 2011-A Investment Trust;
2011-B Investment Trust; 2011-C Investment Trust; and 2011-D
Investment Trust. As a result of the foregoing, Mr. Kovner may be
deemed to beneficially own an aggregate of 18,233,268 shares of Common
Stock, representing approximately 27.9% 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 and KFO Holdings 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 managing member of CxSynta LLC and the manager
of KFO Holdings LLC, may be deemed to share voting and dispositive
power over 7,761,716 shares of Common Stock owned directly by
CxSynta LLC and over 947,700 shares of Common Stock owned
directly by KFO Holdings LLC. Mr. Kovner may be deemed to share voting
and dispositive power with respect to the aggregate 2,400,000 shares of
Common Stock held by the following trusts: Kovner 2011-A Investment
Trust, 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, and Kovner 2012-D Synta Investment Trust. Mr. Ben-Ur has sole
voting and dispositive power over the 5,200 shares of Common Stock
owned directly by him. Mr. Krishnamurthy has sole voting and dispositive
power over the 2,500 shares of Common Stock owned directly by him.
Mr. Shteinbuk has sole voting and dispositive power over the 1,500
shares of Common Stock owned directly by him. Mr. Kovner, may be deemed
to share voting and dispositive power over 947,700 shares of Common Stock
owned directly KFO Holdings LLC. In addition, Mr. Kovner has sole voting
and dispositive power with respect to the 8,110,739 shares of Common
Stock (which includes the options thereon) that he directly beneficially
owns.
(c) On November 12, 2012 Mr. Ben-Ur purchased 1,000 shares of Common Stock
of the Company at an average price of $7.03. On November 13, 2012
Mr. Ben-Ur purchased 500 shares of Common Stock of the Company at an
average price of $7.36. On November 14, 2012 Mr. Ben-Ur purchased
1,000 shares of Common Stock of the Company at an average price of
$7.15. On November 12, 2012 Mr. Krishnamurthy purchased 2,000 shares
of Common Stock of the Company at an average price of $6.99. On
November 14, 2012 Mr. Krishnamurthy purchased 500 shares of Common Stock
of the Company at an average price of $7.00. On November 12, 2012
Mr. Shteinbuk purchased 1,000 shares of Common Stock of the Company at
an average price of $6.91. On November 13, 2012 Mr. Shteinbuk purchased
500 shares of Common Stock of the Company at an average price of $7.35.
On November 12, 2012, KFO Holdings LLC purchased 27,200 shares of Common
Stock at a price of $6.89 per share from the Company. On November 14,
2012 KFO Holdings LLC purchased 10,500 shares of Common Stock of the
Company at an average price of $6.95.
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 in the past sixty (60) days.
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.6 is
incorporated by reference.
Mr. Ben-Ur serves as Chief Investment Officer, Mr. Krishnamurthy serves
as principal, and Mr. Shteinbuk serves as associate 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. Arvind
Krishnamurthy and Mr. Yuiry Shteinbuk may be deemed to be
members of a group. Mr. Kovner, Mr. Ben-Ur, Mr. Arvind Krishnamurthy
and Mr. Yuiry Shteinbuk 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: 11/15/2012 By Caxton Corporation, Managing Member
of CxSynta LLC,
/s/ Karen Cross, Vice President
and Controller of Caxton Corporation
Caxton Corporation
Date: 11/15/2012 /s/ Karen Cross, Vice President
and Controller of Caxton Corporation
Date: 11/15/2012 Kovner 2011-A Investment Trust
/s/ Karen Cross, Vice President
and Controller of Caxton Corporation
Date: 11/15/2012 Kovner 2011-B Investment Trust
/s/ Karen Cross, Vice President
and Controller of Caxton Corporation
Date: 11/15/2012 Kovner 2011-C Investment Trust
/s/ Karen Cross, Vice President
and Controller of Caxton Corporation
Date: 11/15/2012 Kovner 2011-D Investment Trust
/s/ Karen Cross, Vice President
and Controller of Caxton Corporation
Date: 11/15/2012 Kovner 2012-A Synta Investment Trust
/s/ Karen Cross, Vice President
and Controller of Caxton Corporation
Date: 11/15/2012 Kovner 2012-B Synta Investment Trust
/s/ Karen Cross, Vice President
and Controller of Caxton Corporation
Date: 11/15/2012 Kovner 2012-C Synta Investment Trust
/s/ Karen Cross, Vice President
and Controller of Caxton Corporation
Date: 11/15/2012 Kovner 2012-D Synta Investment Trust
/s/ Karen Cross, Vice President
and Controller of Caxton Corporation
Date: 11/15/2012 David Ben-Ur
/s/ David Ben-Ur
Date: 11/15/2012 Arvind Krishnamurhty
/s/ Arvid Krishnamurthy
Date: 11/15/2012 Yuriy Shteinbuk
/s/ Yuriy Shteinbuk
Date: 11/15/2012 KFO Holdings LLC
By Caxton Corporation, Manager
of KFO Holdings LLC,
/s/ Karen Cross, Vice President
and Controller of Caxton Corporation
Bruce S. Kovner
Date: 11/15/2012 /s/ Bruce S. 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).