SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
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)
06/04/13, 06/05/13 and 06/06/13
(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).
11.2%
(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:
11,961,519
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
11,961,519
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
11,961,519
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
17.3%
(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).
0.7%
(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).
0.7%
(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).
0.7%
(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).
0.7%
(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:
2,000,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
2,000,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
2,000,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
2.9%
(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:
4,199,803
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
4,199,803
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
4,199,803
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
6.1%
(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:
6,202,330
(8) Shared Voting Power:
16,361,519
(9) Sole Dispositive Power:
6,202,330
(10) Shared Dispositive Power:
16,361,519
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
22,563,849
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
32.6%
(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 32,000 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, approximately $25,219,772
(excluding commissions) to acquire 3,273,281 shares of the company. KFO
Holdings LLC also received 926,522 shares of Common Stock of the Company
as a transfer from Mr. Kovner.
Kovner 2012 Family Trust B has expended, in aggregate, approximately
$9,270,354 (excluding commissions) to acquire 2,000,000 shares of the
company.
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.
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 11.2% of the 69,133,471 shares of Common Stock
reported to be outstanding in the Company's 10-Q filed with the Securities
and Exchange Commission on April 30, 2013. The percentages used herein and
in the rest of this Amendment No. 8 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
4,199,803 shares beneficially owned by KFO Holdings LLC. As a result,
Caxton Corporation may be deemed to beneficially own 11,961,519 shares of
Common Stock, representing approximately 17.3% 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 0.7% 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 0.7% 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 0.7% 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 0.7% 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 0.7% 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 0.7% 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 0.7% 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 0.7% of the total
shares of Common Stock issued and outstanding.
(xi) Kovner 2012 Family B Trust beneficially owns 2,000,000 shares of
Common Stock, representing approximately 2.9% 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
2,000,000 shares. As a result, Mr. Kovner may be deemed to beneficially
own 2,000,000 shares of Common Stock, representing approximately 2.9% of
the total shares of Common Stock issued and outstanding.
(xii) 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.
(xiii) 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.
(xiv) 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.
(xv)KFO Holdings LLC beneficially owns of 4,199,803 shares of Common
Stock, representing approximately 6.1% 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 4,199,803 shares. As a result,
Mr. Kovner may be deemed to beneficially own 4,199,803 shares of Common
Stock, representing approximately 6.1% of the total shares of Common Stock
issued and outstanding.
(xvi) Mr. Kovner has sole beneficial ownership of 6,202,330 shares of
Common Stock, which includes options to purchase 32,000 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 4,400,000
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; 2011-D Investment Trust and Kovner 2012 Family Trust B.
As a result of the foregoing, deemed to beneficially own an aggregate of
22,563,849 shares of Common Mr. Kovner may be Stock, representing
approximately 32.6% 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
3,273,281 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 4,400,000 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, Kovner 2012-D Synta Investment Trust
and Kovner 2012 Family Trust B. 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
4,199,803 shares of Common Stock owned directly KFO Holdings LLC. In
addition, Mr. Kovner has sole voting and dispositive power with respect to
the 6,202,330 shares of Common Stock (which includes the options thereon)
that he directly beneficially owns.
(c) On June 4, 2013, Kovner 2012 Family Trust B purchased 505,100 shares of
Common Stock at an average price of $4.99 per share. On June 5, 2013,
Kovner 2012 Family Trust B purchased 756,000 shares of Common Stock at an
average price of $4.71 per share. On June 6, 2013, Kovner 2012 Family
Trust B purchased 738,900 shares of Common Stock at an average price of
$4.31 per share.
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.8 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: 06/06/2013 By Caxton Corporation, Managing Member
of CxSynta LLC,
/s/ Heath N. Weisberg, as Chief
Compliance Officer of Caxton Corporation
Date: 06/06/2013 Caxton Corporation
/s/ Heath N. Weisberg, as Chief
Compliance Officer of Caxton Corporation
Date: 06/06/2013 Kovner 2011-A Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 06/06/2013 Kovner 2011-B Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 06/06/2013 Kovner 2011-C Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 06/06/2013 Kovner 2011-D Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 06/06/2013 Kovner 2012-A Synta Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 06/06/2013 Kovner 2012-B Synta Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 06/06/2013 Kovner 2012-C Synta Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 06/06/2013 Kovner 2012-D Synta Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 06/06/2013 Kovner 2012 Family Trust B
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 06/06/2013 David Ben-Ur
/s/ David Ben-Ur
Date: 06/06/2013 Arvind Krishnamurhty
/s/ Arvid Krishnamurthy
Date: 06/06/2013 Yuriy Shteinbuk
/s/ Yuriy Shteinbuk
Date: 06/06/2013 KFO Holdings LLC
By Caxton Corporation, Manager
of KFO Holdings LLC,
/s/ Heath N. Weisberg, as Chief
Compliance Officer of Caxton Corporation
Date: 06/06/2013 Bruce S. Kovner
/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).