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
X	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* MANUSO JAMES S J (Last) (First) (Middle) C/O ASTEX PHARMACEUTICALS, INC. 4140 DUBLIN BOULEVARD, SUITE 200 (Street) DUBLIN CA 94568 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Astex Pharmaceuticals, Inc [ ASTX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 10/11/2013
	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	10/11/2013		U		13,900	D	(1)	0	D
Common Stock	10/11/2013		U		70	D	(1)	0	I	See Note(2)

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
Employee Stock Option (Right to buy)	$6.1	10/11/2013		D			250,000	(3)	01/03/2015	Common Stock	250,000	(4)	0	D
Employee Stock Option (Right to buy)	$5.03	10/11/2013		D			250,000	(5)	01/03/2016	Common Stock	250,000	(6)	0	D
Employee Stock Option (Right to buy)	$4.87	10/11/2013		D			200,000	08/31/2006	08/31/2016	Common Stock	200,000	(7)	0	D
Employee Stock Option (Right to buy)	$5.06	10/11/2013		D			360,000	(8)	01/03/2017	Common Stock	360,000	(9)	0	D
Employee Stock Option (Right to buy)	$5.06	10/11/2013		D			1,000,000	(10)	01/03/2017	Common Stock	1,000,000	(11)	0	D
Employee Stock Option (Right to buy)	$3.6	10/11/2013		D			360,000	(12)	01/02/2018	Common Stock	360,000	(13)	0	D
Employee Stock Option (Right to buy)	$2	10/11/2013		D			360,000	(14)	01/02/2019	Common Stock	360,000	(15)	0	D
Employee Stock Option (Right to buy)	$1.76	10/11/2013		D			1,200,000	(16)	04/01/2019	Common Stock	1,200,000	(17)	0	D
Employee Stock Option (Right to buy)	$3.12	10/11/2013		D			360,000	(18)	04/01/2020	Common Stock	360,000	(19)	0	D
Employee Stock Option (Right to buy)	$2.12	10/11/2013		D			800,000	(20)	10/01/2020	Common Stock	800,000	(21)	0	D
Employee Stock Option (Right to buy)	$3.16	10/11/2013		D			360,000	(22)	04/01/2021	Common Stock	360,000	(23)	0	D
Employee Stock Option (Right to buy)	$1.84	10/11/2013		D			360,000	(24)	04/01/2022	Common Stock	360,000	(25)	0	D
Employee Stock Option (Right to buy)	$4.57	10/11/2013		D			360,000	(26)	04/01/2023	Common Stock	360,000	(27)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated September 5, 2013, between the Issuer, Otsuka Pharmaceutical Co. Ltd., and Autumn Aquisition Corporation (the "Merger Agreement"), each share of Common Stock was exchanged for $8.50 in cash.

2. Includes 60 shares held individually by spouse and 10 shares held by spouse as custodian for their daughter under the Uniform Grant to Minors Act.

3. The option provided for vesting as to 1/12th of the shares on February 1, 2005 and on each one month anniversary thereafter.

4. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $600,000.00 which represents the difference between $8.50 and the exercise price of the option per share.

5. The option provided for vesting as to 1/12th of the shares on February 1, 2006 and on each one month anniversary thereafter.

6. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $867,500.00, which represents the difference between $8.50 and the exercise price of the option per share.

7. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $726,000.00, which represents the difference between $8.50 and the exercise price of the option per share.

8. The option provided for vesting as to 1/12th of the shares on February 1, 2007 and on each one month anniversary thereafter.

9. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,238,400.00, which represents the difference between $8.50 and the exercise price of the option per share.

10. The option provided for vesting upon the satisfaction of certain milestones as set forth in the employment agreement between the Issuer and the reporting person effective January 1, 2007. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.

11. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $3,440,000.00, which represents the difference between $8.50 and the exercise price of the option per share.

12. The option provided for vesting as to 1/12th of the shares on February 1, 2008 and on each one month anniversary thereafter.

13. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,764,000.00, which represents the difference between $8.50 and the exercise price of the option per share.

14. The option provided for vesting as to 1/12th of the shares on February 1, 2009 and on each one month anniversary thereafter.

15. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $2,340,000.00, which represents the difference between $8.50 and the exercise price of the option per share.

16. The option provided for vesting upon the satisfaction of certain milestones as set forth in the employment agreement between the Issuer and the reporting person effective April 1, 2009. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.

17. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $8,088,000.00, which represents the difference between $8.50 and the exercise price of the option per share.

18. The option provided for vesting as to 1/12th of the shares on May 1, 2010 and on each one month anniversary thereafter.

19. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,936,800.00, which represents the difference between $8.50 and the exercise price of the option per share.

20. The option provided for vesting upon the satisfaction of certain milestones as set forth in the employment agreement between the Issuer and the reporting person effective October 1, 2010. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.

21. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $5,104,000.00, which represents the difference between $8.50 and the exercise price of the option per share.

22. The option provided for vesting as to 1/12th of the shares on May 1, 2011 and on each one month anniversary thereafter.

23. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,922,400.00, which represents the difference between $8.50 and the exercise price of the option per share.

24. The option provided for vesting as to 1/12th of the shares on May 1, 2012 and on each one month anniversary thereafter.

25. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $2,397,600.00, which represents the difference between $8.50 and the exercise price of the option per share.

26. The option provided for vesting as to 1/12th of the shares on May 1, 2013 and on each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.

27. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,414,800.00, which represents the difference between $8.50 and the exercise price of the option per share.

	/s/ James S.J. Manuso	10/16/2013
	** Signature of Reporting Person	Date
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