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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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)
4/14/2011
(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).
15.7%
(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).
15.7%
(14) Type of Reporting Person (See Instructions).
CO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner, 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:
4,827,078
(8) Shared Voting Power:
7,761,716
(9) Sole Dispositive Power:
4,827,078
(10) Shared Dispositive Power:
7,761,716
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
12,588,794
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
25.5%
(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 an aggregate of approximately $24,888,019
(excluding commissions, if any) to acquire the 4,714,034 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. 43,232 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.
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 beneficially owns 7,761,716 shares
of Common Stock, representing approximately 15.7% of the 49,415,828
shares of Common Stock reported to be outstanding as of April 14,
2011, as reported in the Company's Prospectus Supplement filed with
the Securities Exchange Commission on April 15, 2011 (the "Company's
Prospectus Supplment"). The percentages used herein and in the rest of
this Amendment No. 3 are calculated based upon such number of
outstanding shares.
(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 15.7% of the total shares of Common Stock issued
and outstanding.
(iii) Mr. Kovner has sole beneficial ownership of 4,827,078 shares of
Common Stock, which includes options to purchase 69,812 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. Mr. Kovner disclaims beneficial ownership of the shares of
Common Stock owned directly by CxSynta except to the extent of his
pecuniary interest therein. As a result of the foregoing, Mr. Kovner
may be deemed to beneficially own an aggregate of 12,588,794 shares of
Common Stock, representing approximately 25.5% 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 4,827,078 shares of
Common Stock which he directly beneficially owns.
(c) On April 14, 2011, Mr. Kovner purchased 1,431,493 shares of Common
Stock at a price of $4.89 per share from the Company.
Such shares were purchased pursuant to the terms of the Company's
Prospectus Supplement and the Subscription Agreement contained as an
Exhibit to the Company's 8-K filed with the Securities and Exchange
Commission on April 15, 2011.
Except as reported in this statement on Schedule 13D, the Reporting
Persons have not 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.3 is
incorporated by reference.
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 withholding of proxies.
Item 7. Material to Be Filed as Exhibits
Item 7 is hereby amended by adding the following thereto:
The following are filed as Exhibits to this statement on Schedule 13D:
Exhibit 1 - Subscription Agreement (The Subscription Agreement is
filed as Exhibit 1 and is incorporated herein by reference to Exhibit
10.1 to the Company's 8-K filed with the Securities and Exchange
Commission on April 15, 2011.)
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: 04/18/2011 By Caxton Corporation, Managing Member
of CxSynta LLC,
by /s/ Scott B. Bernstein,
Secretary of Caxton Corporation
Caxton Corporation
Date: 04/18/2011 /s/ Scott B. Bernstein, Secretary of
Caxton Corporation
Bruce S. Kovner
Date: 04/18/2011 /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).