0000919574-13-006943.txt : 20131216
0000919574-13-006943.hdr.sgml : 20131216
20131216164331
ACCESSION NUMBER: 0000919574-13-006943
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20131216
DATE AS OF CHANGE: 20131216
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: SYNTA PHARMACEUTICALS CORP
CENTRAL INDEX KEY: 0001157601
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-82674
FILM NUMBER: 131279402
BUSINESS ADDRESS:
STREET 1: 45 HARTWELL AVE
CITY: LEXINGTON
STATE: MA
ZIP: 02421
BUSINESS PHONE: 781-274-8200
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: CAXTON CORP
CENTRAL INDEX KEY: 0001388551
IRS NUMBER: 222437619
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 731 ALEXANDER ROAD
STREET 2: BUILDING 2
CITY: PRINCETON
STATE: NJ
ZIP: 08540
BUSINESS PHONE: 609-419-1800
MAIL ADDRESS:
STREET 1: 731 ALEXANDER ROAD
STREET 2: BUILDING 2
CITY: PRINCETON
STATE: NJ
ZIP: 08540
SC 13D/A
1
d1437639_13d-a.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
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)
10/17/13, 11/13/13 and 12/6/13
(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).
9.1%
(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:
20,093,183
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
20,093,183
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
20,093,183
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
23.6%
(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).
0.1%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 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).
0.1%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 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).
0.1%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 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).
0.1%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Kovner 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).
0.6%
(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).
0.6%
(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).
0.6%
(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).
0.6%
(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:
3,100,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
3,100,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
3,100,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
3.6%
(14) Type of Reporting Person (See Instructions).
OO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
OB Select Opportunities, 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
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
5,460,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
5,460,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
5,460,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
6.4%
(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:
6,200
(8) Shared Voting Power:
0
(9) Sole Dispositive Power:
6,200
(10) Shared Dispositive Power:
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
6,200
(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:
5,000
(8) Shared Voting Power:
0
(9) Sole Dispositive Power:
5,000
(10) Shared Dispositive Power:
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
5,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.0%
(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:
3,000
(8) Shared Voting Power:
0
(9) Sole Dispositive Power:
3,000
(10) Shared Dispositive Power:
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
3,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.0%
(14) Type of Reporting Person (See Instructions).
IN
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Weisberg, Heath
(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:
3,000
(8) Shared Voting Power:
0
(9) Sole Dispositive Power:
3,000
(10) Shared Dispositive Power:
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
3,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.0%
(14) Type of Reporting Person (See Instructions).
IN
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Wolfe, Jason
(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:
4,000
(8) Shared Voting Power:
0
(9) Sole Dispositive Power:
4,000
(10) Shared Dispositive Power:
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
4,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
0.0%
(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:
6,871,467
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
6,871,467
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
6,871,467
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
8.1%
(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:
3,075,666
(8) Shared Voting Power:
25,593,183
(9) Sole Dispositive Power:
3,075,666
(10) Shared Dispositive Power:
25,593,183
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
28,668,849
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
33.6%
(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 37,000 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 $37,076
(excluding commissions) to acquire 6,200 shares of the Company.
Mr. Arvind Krishnamurthy has expended, in aggregate, approximately
$28,730 (excluding commissions) to acquire 5,000 shares of the
Company.
Mr. Yuriy Shteinbuk has expended, in aggregate, approximately
$17,175 (excluding commissions) to acquire 3,000 shares of the
Company.
Mr. Heath Weisberg has expended, in aggregate, approximately $12,820
(excluding commissions) to acquire 3,000 shares of the Company.
Mr. Jason Wolfe has expended, in aggregate, approximately $16,813
(excluding commissions) to acquire 4,000 shares of the Company.
KFO Holdings LLC has expended, in aggregate, approximately
$37,969,772 (excluding commissions) to acquire 6,673,281 shares of
the company. KFO Holdings LLC also received 976,522 shares of Common
Stock of the Company as a transfer from Mr. Kovner. KFO Holdings LLC
transferred 778,336 shares of Common Stock to OB Select
Opportunities, LLC.
Kovner 2012 Family Trust B has expended, in aggregate, approximately
$14,138,859 (excluding commissions) to acquire 3,100,000 shares of
the company.
OB Select Opportunities has expended an aggregate of approximately
$6,000,000 (excluding commissions, if any) to purchase the 1,600,000
shares of Common Stock directly owned by it. OB Select Opportunities
LLC received 3,081,664 shares of Common Stock of the Company as a
transfer from Mr. Kovner. OB Select OpportunitiesLLC received
778,336 shares of Common Stock of the Company as a transfer from KFO
Holdings, LLC.
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. Mr. Kovner also
transferred 976,522 shares of Common Stock to KFO Holdings LLC and
3,081,664 shares of common stock to OB Select Oppoortunities LLC.
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 9.1% of the 85,203,073 shares of Common
Stock reported to be outstanding in the 424B5 prospectus supplement
dated November 13, 2013. The percentages used herein and in the rest
of this Amendment No. 10 are calculated based upon such number of
outstanding shares.
(ii) Caxton Corporation is the managing member of CxSynta LLC Manager of
KFO Holdings LLC and OB Select Opportunities LLC and as such, has
voting and dispositive power with respect to the 7,761,716 shares
beneficially owned by CxSynta LLC, the 6,871,467 shares beneficially
owned by KFO Holdings LLC and the 5,460,000 shares beneficially
owned by OB Select Opportunities LLC. As a result, Caxton
Corporation may be deemed to beneficially own 20,093,183 shares of
Common Stock, representing approximately 23.6% 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 0.1% 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
125,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 125,000 shares of Common Stock, representing
approximately 0.1% 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 0.1% 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
125,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 125,000 shares of Common Stock, representing
approximately 0.1% 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 0.1% 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
125,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 125,000 shares of Common Stock, representing
approximately 0.1% 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 0.1% 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
125,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 125,000 shares of Common Stock, representing
approximately 0.1% 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 0.6% 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 0.6% 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 0.6% 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 0.6% 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 0.6% 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 0.6% 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 0.6% 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 0.6% of the total shares of Common Stock issued and
outstanding.
(xi) Kovner 2012 Family Trust beneficially owns 3,100,000 shares of
Common Stock, representing approximately 3.6% 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
3,100,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 3,100,000 shares of Common Stock, representing
approximately 3.6% of the total shares of Common Stock issued and
outstanding.
(xii) OB Select Opportunities LLC directly owns of 5,460,000 shares of
Common Stock, representing approximately 6.4% 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
5,460,000 shares. As a result, Mr. Kovner may be deemed to
beneficially own 5,460,000 shares of Common Stock, representing
approximately 6.4% of the total shares of Common Stock issued and
outstanding.
(xiii) Mr. Ben-Ur is the Chief Investment Officer of Caxton Alternative
Management LP and has sole beneficial ownership of 6,200 shares of
Common Stock, representing approximately 0.0% of the total shares of
Common Stock issued and outstanding.
(xiv) Mr. Arvind Krishnamurthy is principal of Caxton Alternative
Management LP and has sole beneficial ownership of 5,000 shares of
Common Stock, representing approximately 0.0% of the total shares of
Common Stock issued and outstanding.
(xv) Mr. Yuriy Shteinbuk is associate of Caxton Alternative Management LP
and has sole beneficial ownership of 3,000 shares of Common Stock,
representing approximately 0.0% of the total shares of Common Stock
issued and outstanding.
(xvi) Mr. Heath Weisberg is general counsel of Caxton Alternative
Management LP and has sole beneficial ownership of 3,000 shares of
Common Stock, representing approximately 0.0% of the total shares of
Common Stock issued and outstanding.
(xvii) Mr. Jason Wolfe is head trader of Caxton Alternative Management LP
and has sole beneficial ownership of 4,000 shares of Common Stock,
representing approximately 0.0% of the total shares of Common Stock
issued and outstanding.
(xviii) KFO Holdings LLC beneficially owns of 6,871,467 shares of Common
Stock, representing approximately 8.1% 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 6,871,467
shares. As a result, Mr. Kovner may be deemed to beneficially own
6,871,467 shares of Common Stock, representing approximately 8.1% of
the total shares of Common Stock issued and outstanding.
(xix) Mr. Kovner has sole beneficial ownership of 3,075,666 shares of
Common Stock, which includes options to purchase 37,000 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 5,500,000 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
28,668,849 shares of Common Mr. Kovner may be Stock, representing
approximately 33.6% 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 and OB Select Opportunities, LLC, may be deemed to share
voting and dispositive power over 7,761,716 shares of Common Stock owned
directly by CxSynta LLc, over 6,871,467 shares of Common Stock owned
directly by KFO Holdings LLC and 5,460,000 shares of Common Stock owned
directly by OB Select Opportunities LLC. Mr. Kovner may be deemed to share
voting and dispositive power with respect to the aggregate 5,500,000
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
6,200 shares of Common Stock owned directly by him. Mr. Krishnamurthy has
sole voting and dispositive power over the 5,000 shares of Common Stock
owned directly by him. Mr. Shteinbuk has sole voting and dispositive power
over the 3,000 shares of Common Stock owned directly by him. Mr. Weisberg
has sole voting and dispositive power over the 3,000 shares of Common
Stock owned directly by him. Mr. Wolfe has sole voting and dispositive
power over the 4,000 shares of Common Stock owned directly by him. In
addition, Mr. Kovner has sole voting and dispositive power with respect to
the 3,075,666 shares of Common Stock (which includes the options thereon)
that he directly beneficially owns.
(c) On October 17, 2013, Mr. Kovner transferred 50,000 shares of Common Stock
to KFO Holdings, LLC. On November 13, 2013, KFO Holdings purchased
3,400,000 shares of Common Stock at an average price of $3.75 per share.
On November 13, 2013, OB Select Opportunities purchased 1,600,000 shares
of Common Stock at an average price of $3.75 per share. On December 6,
2013 Mr. Kovner transferred 3,081,664 shares of Common Stock to OB Select
Opportunites LLC. On December 6, 2013 KFO Holdings LLC transferred 778,336
shares of Common Stock to OB Select Opportunites LLC.
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 since the most recent filing of Schedule 13D.
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.10 is
incorporated by reference.
Mr. Ben-Ur serves as Chief Investment Officer, Mr. Krishnamurthy
serves as principal, Mr. Shteinbuk serves as associate, Mr. Weisberg
serves as General Counsel and Mr. Wolfe serves as Trader 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. Krishnamurthy, Mr. Shteinbuk, Mr. Weisberg and Mr.
Wolfe may be deemed to be members of a group. Mr. Kovner, Mr.
Ben-Ur, Mr. Krishnamurthy, Mr. Shteinbuk, Mr. Weisberg and Mr. Wolfe
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: 12/16/2013 By Caxton Corporation, Managing Member
of CxSynta LLC,
/s/ Heath N. Weisberg,
----------------------
as Chief Compliance Officer of Caxton
Corporation
Caxton Corporation
Date: 12/16/2013 /s/ Heath N. Weisberg,
----------------------
as Chief Compliance Officer of Caxton
Corporation
Date: 12/16/2013 Kovner 2011-A Investment Trust
/s/ Karen Cross,
----------------
Vice President and Treasurer of Cadence
Trust Company
Date: 12/16/2013 Kovner 2011-B Investment Trust
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 12/16/2013 Kovner 2011-C Investment Trust
/s/ Karen Cross,
----------------
Vice President and Treasurer of Cadence
Trust Company
Date: 12/16/2013 Kovner 2011-D Investment Trust
/s/ Karen Cross,
----------------
Vice President and Treasurer of Cadence
Trust Company
Date: 12/16/2013 Kovner 2012-A Synta Investment Trust
/s/ Karen Cross,
----------------
Vice President and Treasurer of Cadence
Trust Company
Date: 12/16/2013 Kovner 2012-B Synta Investment Trust
/s/ Karen Cross,
----------------
Vice President and Treasurer of Cadence
Trust Company
Date: 12/16/2013 Kovner 2012-C Synta Investment Trust
/s/ Karen Cross,
----------------
Vice President and Treasurer of Cadence
Trust Company
Date: 12/16/2013 Kovner 2012-D Synta Investment Trust
/s/ Karen Cross,
----------------
Vice President and Treasurer of Cadence
Trust Company
Date: 12/16/2013 Kovner 2012 Family Trust B
/s/ Karen Cross, Vice President
and Treasurer of Cadence Trust Company
Date: 12/16/2013 OB Select Opportunities, LLC
By Caxton Corporation, Manager
of OB Select Opportunities LLC,
/s/ Heath N. Weisberg,
----------------------
as Chief Compliance Officer of Caxton
Corporation
Date: 12/16/2013 David Ben-Ur
/s/ David Ben-Ur
----------------
Date: 12/16/2013 Arvind Krishnamurhty
/s/ Arvid Krishnamurthy
-----------------------
Date: 12/16/2013 Yuriy Shteinbuk
/s/ Yuriy Shteinbuk
-------------------
Date: 12/16/2013 Heath N. Weisberg
/s/ Heath N. Weisberg
---------------------
Date: 12/16/2013 Jason Wolfe
/s/ Jason Wolfe
---------------
Date: 12/16/2013 KFO Holdings LLC
By Caxton Corporation, Manager
of KFO Holdings LLC,
/s/ Heath N. Weisberg,
----------------------
as Chief Compliance Officer of Caxton
Corporation
Bruce S. Kovner
Date: 12/16/2013 /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).