SEC Form 4 · accession 0001123292-16-001930
Syndax Pharmaceuticals Inc · SNDX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Luke Evnin
Director · 10% Owner
Period of report
Mar 8, 2016
Accepted (ET)
Mar 8, 2016 · 6:37 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001395937
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 8, 2016 | C | 1,138,210 | — | A | 1,138,210 | I | See footnote |
| Common StockF1,F2 | Mar 8, 2016 | C | 718,396 | — | A | 1,856,606 | I | See footnote |
| Common StockF1,F2 | Mar 8, 2016 | C | 312,085 | — | A | 2,168,691 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Preferred StockF2,F1 | — | Mar 8, 2016 | C | 1,138,210 | D | — | — | Common Stock | 1,138,210 | 0 | I |
| Series B-1 Preferred StockF2,F1 | — | Mar 8, 2016 | C | 718,396 | D | — | — | Common Stock | 718,396 | 0 | I |
| Series C-1 Preferred StockF2,F1 | — | Mar 8, 2016 | C | 312,085 | D | — | — | Common Stock | 312,085 | 0 | I |
Explanation of responses
- F1Upon the closing of the Issuer's initial public offering of its common stock, each share of Series A-1, Series B-1 and Series C-1 preferred stock automatically converted into one share of common stock. The Series A-1, Series B-1 and Series C-1 preferred stock had no expiration date.
- F2The securities are owned directly by MPM BioVentures IV-QP, L.P. ("MPM IV-QP"), MPM BioVentures IV Strategic Fund, L.P. ("MPM Strategic Fund"), MPM BioVentures IV GMBH & Co. Beteiligungs KG ("MPM Beteiligungs") and MPM Asset Management Investors BV4 LLC ("MPM BV4" and collectively, the "MPM Entities"). Dr. Evnin is a member of MPM BioVentures IV LLC, ("MPM IV LLC"), which is the managing member of MPM BioVentures IV GP LLC, which is (i) the general partner of each of MPM IV-QP and MPM Strategic Fund, and (ii) the managing limited partner of MPM Beteiligungs. MPM IV LLC is the manager of MPM BV4. As a result, Dr. Evnin shares the power to vote, acquire, hold and dispose of the shares owned by the MPM Entities. Dr. Evnin disclaims beneficial ownership of all shares held by the MPM Entities, except to the extent of his actual pecuniary interest therein.