X0306 4/A 2013-01-17 2013-01-22 0 0001347613 SYNERGY PHARMACEUTICALS, INC. SGYP 0001276551 BRANCACCIO JOHN P C/O SYNERGY PHARMACEUTICALS INC. 420 LEXINGTON AVE., SUITE 1609 NEW YORK NY 10170 1 0 0 0 Common Stock 2013-01-17 4 A 0 20444 A 20444 D Stock Options 17.79 2013-01-17 4 A 0 13493 D 2014-04-06 Common Stock 13493 186935 D Stock Options 5.56 2013-01-17 4 A 0 3080 D 2015-06-16 Common Stock 3080 190015 D Stock Options 6.50 2013-01-17 4 A 0 1079 D 2015-10-20 Common Stock 1079 191094 D Stock Options 8.06 2013-01-17 4 A 0 1439 D 2006-12-23 2015-12-23 Common Stock 1439 192533 D Stock Options 4.28 2013-01-17 4 A 0 1079 D 2016-10-12 Common Stock 1079 193612 D Stock Options 4.61 2013-01-17 4 A 0 1439 D 2007-10-19 2016-10-19 Common Stock 1439 195051 D Stock Options 2.61 2013-01-17 4 A 0 1079 D 2017-09-26 Common Stock 1079 196130 D Stock Options 2.61 2013-01-17 4 A 0 1439 D 2008-09-26 2017-09-26 Common Stock 1439 197569 D Stock Options 0.45 2013-01-17 4 A 0 1079 D 2018-12-18 Common Stock 1079 198648 D Stock Options 0.45 2013-01-17 4 A 0 1439 D 2009-12-18 2018-12-18 Common Stock 1439 200087 D Stock Options 1.11 2013-01-17 4 A 0 1079 D 2019-12-29 Common Stock 1079 201166 D Stock Options 1.11 2013-01-17 4 A 0 1439 D 2009-12-29 2019-12-29 Common Stock 1439 202605 D Stock Options 3.67 2013-01-17 4 A 0 1079 D 2021-05-19 Common Stock 1079 203684 D Stock Options 3.67 2013-01-17 4 A 0 1439 D 2011-05-19 2021-05-19 Common Stock 1439 205123 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. 4,498 options vested each year on April 26, 2005, 2006 and 2007, respectively. 1,027 options vested immediately and 1,027 options vested on June 16, 2006 and 2007 360 options vested each year on October 20, 2006, 2007 and 2008, respectively. 360options vested each year on October 12, 2007, 2008 and 2009, respectively. 360options vested each year on September 26, 2008, 2009 and 2010, respectively. 360options vested on each of December 18, 2009, 2010 and 2011, respectively. 360options vested on each of December 29, 2010, 2011 and 2012, respectively. 360 options vested on May 19, 2012 and 2,000 options vest on each of May 19, 2013 and 2014, respectively. /s/ John P. Brancaccio 2013-01-22