X0306 4 2013-01-17 0 0001347613 SYNERGY PHARMACEUTICALS, INC. SGYP 0001266802 JACOB GARY S C/O SYNERGY PHARMACEUTICALS INC. 420 LEXINGTON AVE., SUITE 1609 NEW YORK NY 10170 1 1 0 0 Chief Executive Officer Common Stock 2013-01-17 4 A 0 26490 D 314786 D Stock Options 1.50 2013-01-17 4 A 0 89950 A 2013-06-13 Common Stock 89950 2888092 D Stock Options 3.00 2013-01-17 4 A 0 49473 A 2014-06-29 Common Stock 49473 2937565 D Stock Options 1.01 2013-01-17 4 A 0 62965 A 2015-07-06 Common Stock 62965 3000530 D Stock Options 1.64 2013-01-17 4 A 0 26985 A 2016-03-17 Common Stock 26985 3027515 D Stock Options 0.81 2013-01-17 4 A 0 40478 A 2017-02-16 Common Stock 40478 3067993 D Stock Options 0.26 2013-01-17 4 A 0 70161 A 2020-01-26 Common Stock 70161 3138154 D Pursuant to the Agreement and Plan of Merger, dated as of July 20, 2012, as amended October 15, 2012, by and between Synergy Pharmaceuticals Inc ("Synergy") and Callisto Pharmaceuticals, Inc. ("Callisto"), Callisto merged with and into Synergy (the "Merger"). Upon the effective time of the Merger, each share of Callisto common stock was cancelled and exchanged for .1799 shares of Synergy common stock (the "Exchange Ratio"). Each stock option exercisable for shares of Callisto common stock that is outstanding at the effective time of the Merger was assumed by Synergy and converted into a stock option to purchase the number of shares of Synergy's common stock that the holder would have received if such holder had exercised such stock option for shares of Callisto common stock prior to the Merger and exchanged such shares for Synergy common stock in accordance with the Exchange Ratio. 26,985 options vested on June 13, 2004, 26,985 options vested on June 13, 2005 and 35,980 options vested on June 13, 2006. 4,498 options vested on June 1, 2005, 4,498 options vested on June 1, 2006 and 4,498 options vested on June 1, 2007. Remaining options vest upon achievement of certain performance milestones. 17,790 options vested on July 6, 2006, 17,790 options vested on July 6, 2007 and 26,985 options vested on July 6, 2008. 8,995 options vested on each of March 17, 2007, 2008 and 2009, respectively. 13,493 options vested on each of December 31, 2007, 2008 and 2009, respectively. 23,387 options vested on each of January 26, 2011 and 2012, respectively, and will vest on January 26, 2013. /s/ Gary S. Jacob 2013-01-22