SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Harrison Seth Loring

(Last)

(First)

(Middle)

C/O TOKAI PHARMACEUTICALS, INC.

ONE BROADWAY, 14TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2014

3. Issuer Name and Ticker or Trading Symbol
Tokai Pharmaceuticals Inc [ TKAI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	212,694	D
Common Stock	9	I	See footnote.⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	429,799	⁽²⁾	I	See footnote.⁽¹⁾
Series B-1 Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	76,224	⁽³⁾	I	See footnote.⁽¹⁾
Series B-2 Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	61,584	⁽⁴⁾	I	See footnote.⁽¹⁾
Series C Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,394,921	⁽⁵⁾	I	See footnote.⁽¹⁾
Series D-1 Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	832,028	⁽⁶⁾	I	See footnote.⁽¹⁾
Series D-2 Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	147,053	⁽⁷⁾	I	See footnote.⁽¹⁾
Series D-3 Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	2,296,661	⁽⁸⁾	I	See footnote.⁽⁹⁾
Series E Preferred Stock	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	2,311,300	⁽¹⁰⁾	I	See footnote.⁽¹¹⁾

Explanation of Responses:

1. These shares are held by Apple Tree Partners II, L.P. The Reporting Person is a principal of the general partner of Apple Tree Partners II, L.P. and disclaims beneficial ownership of the shares held by Apple Tree Partners II, L.P., except to the extent of his pecuniary interest therein. The Reporting Person has sole voting and investment control and power over the shares held by Apple Tree Partners II, L.P.

2. The Series A Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

3. The Series B-1 Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

4. The Series B-2 Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

5. The Series C Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

6. The Series D-1 Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

7. The Series D-2 Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

8. The Series D-3 Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

9. Includes (a) 13,370,422 shares of D-3 Preferred Stock that are held by Apple Tree Partners II, L.P. and (b) 10,675,613 shares of Series D-3 Preferred Stock that are held by Apple Tree Partners II - Annex, L.P. The Reporting Person is a principal of the general partner of each of Apple Tree Partners II, L.P. and Apple Tree Partners II - Annex, L.P. and disclaims beneficial ownership of the shares held by each of Apple Tree Partners II, L.P. and Apple Tree Partners II - Annex, L.P., except to the extent of his pecuniary interest therein. The Reporting Person has sole voting and investment control and power over the shares held by Apple Tree Partners II, L.P. and Apple Tree Partners II - Annex, L.P.

10. The Series E Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.

11. These shares are held by Apple Tree Partners II - Annex, L.P. The Reporting Person is a principal of the general partner of Apple Tree Partners II - Annex, L.P. and disclaims beneficial ownership of the shares held by Apple Tree Partners II - Annex, L.P., except to the extent of his pecuniary interest therein. The Reporting Person has sole voting and investment control and power over the shares held by Apple Tree Partners II - Annex, L.P.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Cindy Driscoll, Attorney-in-Fact	09/16/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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