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* AZAB MOHAMMAD (Last) (First) (Middle) C/O ASTEX PHARMACEUTICALS, INC. 4140 DUBLIN BLVD., 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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Medical 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		8,753(1)	D	(2)	0	D

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)	$2.58	10/11/2013		D			260,000	(3)	07/21/2019	Common Stock	260,000	(4)	0	D
Employee Stock Option (Right to buy)	$3.23	10/11/2013		D			60,000	(5)	03/11/2020	Common Stock	60,000	(6)	0	D
Employee Stock Option (Right to buy)	$2.78	10/11/2013		D			280,000	(7)	03/24/2021	Common Stock	280,000	(8)	0	D
Employee Stock Option (Right to buy)	$1.89	10/11/2013		D			200,000	(9)	03/07/2022	Common Stock	200,000	(10)	0	D
Employee Stock Option (Right to buy)	$2.71	10/11/2013		D			300,000	(11)	12/06/2022	Common Stock	300,000	(12)	0	D

Explanation of Responses:

1. The number of shares disposed of represents 8,753 shares acquired under the Issuer's 2008 Employee Stock Purchase Plan.

2. 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.

3. The option provided for vesting as to 1/4th of the shares on July 21, 2010 and as to 1/48th of the shares on each one month anniversary thereafter.

4. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,539,200.00, which represents the difference between $8.50 and the exercise price of the option per share.

5. The option originally provided for vesting as to 1/48th of the shares on April 11, 2010 and each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.

6. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $316,200.00 which represents the difference between $8.50 and the exercise price of the option per share.

7. The option originally provided for vesting as to 1/48th of the shares on April 14, 2011 and each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.

8. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,601,600.00, which represents the difference between $8.50 and the exercise price of the option per share.

9. The option originally provided for vesting as to 1/48th of the shares on April 7, 2012 and each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.

10. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,322,000.00, which represents the difference between $8.50 and the exercise price of the option per share.

11. The option originally provided for vesting as to 1/48th of the shares on January 6, 2013 and each one month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.

12. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $1,737,000.00, which represents the difference between $8.50 and the exercise price of the option per share.

	/s/ Mohammad Azab	10/16/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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