Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
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
(212) 205-6805
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 18, 2015
(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.
|
NAME 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
|
(a) [_]
|
|
(b) [X]
|
||
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
WC
|
||
|
5.
|
CHECK BOX 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
|
||
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
||
|
8.
|
SHARED VOTING POWER
|
|
|
0
|
||
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
|
0
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
0.0%
|
||
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
OO
|
||
|
1.
|
NAME 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
|
(a) [_]
|
|
(b) [X]
|
||
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
AF
|
||
|
5.
|
CHECK BOX 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
|
||
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
||
|
8.
|
SHARED VOTING POWER
|
|
|
16,596,682
|
||
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
16,596,682
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
|
16,596,682
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
12.0%
|
||
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
CO
|
||
|
1.
|
NAME 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
|
(a) [_]
|
|
(b) [X]
|
||
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
OO
|
||
|
5.
|
CHECK BOX 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
|
||
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
||
|
8.
|
SHARED VOTING POWER
|
|
|
2,950,801
|
||
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
2,950,801
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
|
2,950,801
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
2.1%
|
||
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
OO
|
||
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
Kovner 2015-A Investment Trust
|
||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
|
|
(b) [X]
|
||
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
OO
|
||
|
5.
|
CHECK BOX 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
|
||
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
||
|
8.
|
SHARED VOTING POWER
|
|
|
4,000,000
|
||
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
4,000,000
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
|
4,000,000
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
2.9%
|
||
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
OO
|
||
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
OB Select Opportunities, LLC
22-3623004
|
||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
|
|
(b) [X]
|
||
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
WC
|
||
|
5.
|
CHECK BOX 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
|
||
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
||
|
8.
|
SHARED VOTING POWER
|
|
|
5,197,218
|
||
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
5,197,218
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
|
5,197,218
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
3.8%
|
||
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
OO
|
||
|
1.
|
NAME 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
|
(a) [_]
|
|
(b) [X]
|
||
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
PF
|
||
|
5.
|
CHECK BOX 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
|
||
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
||
|
8.
|
SHARED VOTING POWER
|
|
|
0
|
||
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
|
0
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
0.0%
|
||
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
IN
|
||
|
1.
|
NAME 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
|
(a) [_]
|
|
(b) [X]
|
||
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
PF
|
||
|
5.
|
CHECK BOX 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
|
||
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
||
|
8.
|
SHARED VOTING POWER
|
|
|
0
|
||
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
|
0
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
0.0%
|
||
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
OO
|
||
|
1.
|
NAME 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
|
(a) [_]
|
|
(b) [X]
|
||
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
PF
|
||
|
5.
|
CHECK BOX 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
|
||
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
||
|
8.
|
SHARED VOTING POWER
|
|
|
0
|
||
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
0
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
|
0
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
0.0%
|
||
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
IN
|
||
|
1.
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
|
|
KFO HOLDINGS LLC
46-4139835
|
||
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [_]
|
|
(b) [X]
|
||
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
WC
|
||
|
5.
|
CHECK BOX 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
|
||
|
7.
|
SOLE VOTING POWER
|
|
|
0
|
||
|
8.
|
SHARED VOTING POWER
|
|
|
11,399,464
|
||
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
||
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
11,399,464
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
|
11,399,464
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
8.3%
|
||
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
OO
|
||
|
1.
|
NAME 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
|
(a) [_]
|
|
(b) [X]
|
||
|
3.
|
SEC USE ONLY
|
|
|
4.
|
SOURCE OF FUNDS
|
|
|
AF, PF
|
||
|
5.
|
CHECK BOX 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
|
||
|
7.
|
SOLE VOTING POWER
|
|
|
5,443,823
|
||
|
8.
|
SHARED VOTING POWER
|
|
|
23,547,483
|
||
|
9.
|
SOLE DISPOSITIVE POWER
|
|
|
5,443,823
|
||
|
10.
|
SHARED DISPOSITIVE POWER
|
|
|
23,547,483
|
||
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON |
|
|
28,991,306
|
||
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |
[_]
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
21.0%
|
||
|
14.
|
TYPE OF REPORTING PERSON
|
|
|
IN
|
||
|
ITEM 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 3 is hereby amended by adding the following thereto:
The purchase price for the shares of Common Stock acquired by Mr. Kovner was paid out of Mr. Kovner's personal funds. 108,657 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 72,000 options on the Common Stock of the Company as compensation in connection with his service on the Company's Board of Directors.
|
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, certain of the Reporting Persons are, in the open market or otherwise, disposing of, or are causing to be disposed of, a material portion 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.
On October 30, 2015, the Board of Directors appointed Scott Morenstein, an employee of Caxton Alternative Management LP, as a Director of the Company effective November 3, 2015. Caxton Alternative Management LP is an affiliate of Caxton Corporation, which is a Reporting Person. Mr. Morenstein will serve as a Class II Director until the 2018 Annual Meeting of Stockholders and thereafter until his successor is duly elected and qualified.
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 0 shares of Common Stock, representing approximately 0.0% of the 137,788,584 shares of Common Stock reported to be outstanding in the Company's 10-Q as of November 2, 2015. Except as otherwise noted, the percentages used herein and in the rest of this Amendment No. 17 are calculated based upon such number of outstanding shares.
(ii) Caxton Corporation is the Manager KFO Holdings LLC and OB Select Opportunities LLC and as such, has voting and dispositive power with respect to the 11,399,464 shares beneficially owned by KFO Holdings LLC and the 5,197,218 shares beneficially owned by OB Select Opportunities LLC. As a result, Caxton Corporation may be deemed to beneficially own 16,596,682 shares of Common Stock, representing approximately 12.0% of the total shares of Common Stock issued and outstanding.
(iii) Kovner 2012 Family Trust B beneficially owns 2,950,801 shares of Common Stock, representing approximately 2.1% 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 2,950,801 shares. As a result, Mr. Kovner may be deemed to beneficially own 2,950,801 shares of Common Stock, representing approximately 2.1% of the total shares of Common Stock issued and outstanding.
(iv) Kovner 2015-A Investment Trust beneficially owns 4,000,000 shares of Common Stock, representing approximately 2.9% 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 4,000,000 shares. As a result, Mr. Kovner may be deemed to beneficially own 4,000,000 shares of Common Stock, representing approximately 2.9% of the total shares of Common Stock issued and outstanding.
(v) OB Select Opportunities LLC directly owns of 5,197,218 shares of Common Stock, representing approximately 3.8% 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 5,197,218 shares. As a result, Mr. Kovner may be deemed to beneficially own 5,197,218 shares of Common Stock, representing approximately 3.8% of the total shares of Common Stock issued and outstanding.
(vi) Mr. Ben-Ur is the Chief Investment Officer of Caxton Alternative Management LP and has sole beneficial ownership of 0 shares of Common Stock, representing approximately 0.0% of the total shares of Common Stock issued and outstanding.
(vii) Mr. Yuriy Shteinbuk is Vice President of Caxton Alternative Management LP and has sole beneficial ownership of 0 shares of Common Stock, representing approximately 0.0% of the total shares of Common Stock issued and outstanding.
(viii) Mr. Heath Weisberg is general counsel of Caxton Alternative Management LP and has sole beneficial ownership of 0 shares of Common Stock, representing approximately 0.0% of the total shares of Common Stock issued and outstanding.
(ix) KFO Holdings LLC beneficially owns of 11,399,464 shares of Common Stock, representing approximately 8.3% of the total shares of Common Stock issued and outstanding. Mr. Kovner may be deemed to indirect
ly have voting and dispositive power with respect to such 11,399,464 shares. As a result, Mr. Kovner may be deemed to beneficially own 11,399,464 shares of Common Stock, representing approximately 8.3% of the total shares of Common Stock issued and outstanding.
(x) Mr. Kovner has sole beneficial ownership of 5,443,823 shares of Common Stock, which includes options to purchase 72,000 shares of Common Stock upon the exercise of such options and 2,279,146 shares of Common Stock held by Mr. Kovner's spouse and her estate planning vehicles. Mr. Kovner may be deemed to be the beneficial owner of the Common Stock held by his spouse. In addition, Mr. Kovner is the Chairman and sole shareholder of Caxton Corporation, the Manager of KFO Holdings LLC and OB Select Opportunities LLC and as a result may be deemed to beneficially own 16,596,682 securities of the Company owned by KFO Holdings LLC and OB Select Opportunities Select 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 6,950,801 securities of the Company owned by such trusts, in aggregate: Kovner 2012 Family Trust B and Kovner 2015-A Investment Trust.
As a result of the foregoing, Mr. Kovner may be deemed to beneficially own an aggregate of 28,991,306 shares of Common Stock, representing approximately 21.0% of the 137,860,5841 total shares of Common Stock deemed issued and outstanding.
Mr. Kovner disclaims beneficial ownership of the shares of Common Stock owned directly by KFO Holdings LLC and OB Select Opportunities 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 Manager of KFO Holdings LLC and OB Select Opportunities, LLC, may be deemed to share voting and dispositive power over 11,399,464 shares of Common Stock owned directly by KFO Holdings LLC and 5,197,218 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 6,950,801 shares of Common Stock held by the following trusts: Kovner 2012 Family Trust B and Kovner 2015-A Investment Trust. In addition, Mr. Kovner has sole voting and dispositive power with respect to the 5,443,823 shares of Common Stock (which includes the options thereon) that he directly beneficially owns or indirectly owns through his spouse.
(c) The trading dates, number of shares of Common Stock sold and price per share for all transactions in the shares of Common Stock by the Reporting Persons since the most recent filing of Schedule 13D are set forth in Exhibit A and all such transactions were effected in open market transactions.
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.
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ITEM 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 is hereby amended by adding the following thereto:
No material change from the Schedule 13D/A filed on November 13, 2015.
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ITEM 7.
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Material to Be Filed as Exhibits
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Exhibit A: Transactions by the Reporting Persons since the most recent filing of Schedule 13D.
1 The number of issued and outstanding shares is based on the 137,788,584 shares of Common Stock reported to be outstanding in the Company's 10-Q as of November 2, 2015, adjusted for options held by Mr. Kovner.
Signatures
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.
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Date: 11/20/2015
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CxSynta LLC
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By: Caxton Corporation,
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Managing Member of CxSynta LLC
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/s/ Heath N. Weisberg
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Heath N. Weisberg, as General Counsel and Chief
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Compliance Officer of Caxton Corporation
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Date: 11/20/2015
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Caxton Corporation
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/s/ Heath N. Weisberg
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Heath N. Weisberg, as General Counsel and Chief Compliance Officer of Caxton Corporation
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Date: 11/20/2015
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Kovner 2012 Family Trust B
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/s/ Karen Cross
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Karen Cross, Vice President and
Treasurer of Cadence Trust Company |
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Date: 11/20/2015
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Kovner 2015-A Investment Trust
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/s/ Karen Cross
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Karen Cross, Vice President and
Treasurer of Cadence Trust Company |
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Date: 11/20/2015
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OB Select Opportunities, LLC
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By: Caxton Corporation,
Manager of OB Select Opportunities, LLC |
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/s/ Heath N. Weisberg
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Heath N. Weisberg, as General Counsel and Chief Compliance Officer of Caxton Corporation
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Date: 11/20/2015
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David Ben-Ur
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/s/ David Ben-Ur
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David Ben-Ur
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Date: 11/20/2015
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Yuriy Shteinbuk
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/s/ Yuriy Shteinbuk
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Yuriy Shteinbuk
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Date: 11/20/2015
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Heath N. Weisberg
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/s/ Heath N. Weisberg
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Heath N. Weisberg
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Date: 11/20/2015
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KFO Holdings LLC
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By: Caxton Corporation, Manager
of KFO Holdings LLC |
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/s/ Heath N. Weisberg
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Heath N. Weisberg, General Counsel and Chief
Compliance Officer of Caxton Corporation |
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Date: 11/20/2015
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Bruce S. Kovner
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/s/ Heath N. Weisberg
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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).
Exhibit A
Transactions by the Reporting Persons since the most recent filing of Schedule 13D
TRANSACTIONS IN THE SHARES
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TRANSACTIONS BY CXSYNTA LLC
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||
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Date of
Transaction |
Number of Shares
Purchase/(Sold) |
Price of Shares
|
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11/13/2015
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(507,788)
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$0.43242
|
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11/16/2015
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(15,530)
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$0.43523
|
|
11/17/2015
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(700,618)
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$0.4224
|
|
11/18/2015
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(108,154)
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$0.43295
|
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11/19/2015
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(992,953)
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$0.5056
|
|
TRANSACTIONS BY KOVNER 2012 FAMILY TRUST B
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||
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Date of
Transaction |
Number of Shares
Purchase/(Sold) |
Price of Shares
|
|
11/19/2015
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(65,802)
|
$0.46177
|
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11/20/2015
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(83,397)
|
$0.44318
|
2 This constitutes the weighted average purchase sale. The prices range from $0.43 to $0.4498. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
3 This constitutes the weighted average sale price. The prices range from $0.43 to $0.4497. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
4 This constitutes the weighted average sale price. The prices range from $0.4002 to $0.4388. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
5 This constitutes the weighted average sale price. The prices range from $0.43 to $0.445. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
6 This constitutes the weighted average sale price. The prices range from $0.435 to $0.537. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
7 This constitutes the weighted average purchase sale. The prices range from $0.45 to $0.5112. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
8 This constitutes the weighted average sale price. The prices range from $0.44 to $0.459. The Reporting Person will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
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TRANSACTIONS BY OB SELECT OPPORTUNITIES, LLC
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||
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Date of
Transaction |
Number of Shares
Purchase/(Sold) |
Price of Shares
|
|
11/19/2015
|
(115,896)
|
$0.46177
|
|
11/20/2015
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(146,886)
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$0.44318
|
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TRANSACTIONS BY DAVID BEN-UR
|
||
|
Date of
Transaction |
Number of Shares
Purchase/(Sold) |
Price of Shares
|
|
11/19/2015
|
(6,200)
|
$0.4648
|
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TRANSACTIONS BY YURIY SHTEINBUK
|
||
|
Date of
Transaction |
Number of Shares
Purchase/(Sold) |
Price of Shares
|
|
11/19/2015
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(3,000)
|
$0.4648
|
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TRANSACTIONS BY HEATH WEISBERG
|
||
|
Date of
Transaction |
Number of Shares
Purchase/(Sold) |
Price of Shares
|
|
11/19/2015
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(3,000)
|
$0.4616
|
SK 27550 0001 6903257