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.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2) *
Syndax Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
87164F105
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
| CUSIP No. 87164F105 | Schedule 13G | Page 2 of 8 |
| 1. |
NAME OF REPORTING PERSON
AI Life Sciences Investments LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY:
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY BY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER:
0 | ||||
| 6. | SHARED VOTING POWER:
1,888,200 | |||||
| 7. | SOLE DISPOSITIVE POWER:
0 | |||||
| 8. | SHARED DISPOSITIVE POWER:
2,138,200 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,138,200 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
4.6%(1) | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO (Limited Liability Company) | |||||
| (1) | Based on 46,369,185 shares expected to be outstanding after the completion of the Issuer’s secondary offering of Common Stock, as reported in the Issuer’s Prospectus, dated December 8, 2020, filed with the Securities and Exchange Commission on December 9, 2020 (without giving effect to the underwriters’ option to purchase additional shares of Common Stock). |
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| CUSIP No. 87164F105 | Schedule 13G | Page 3 of 8 |
| 1. |
NAME OF REPORTING PERSON
Access Industries Holdings LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY:
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY BY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER:
0 | ||||
| 6. | SHARED VOTING POWER:
1,888,200 | |||||
| 7. | SOLE DISPOSITIVE POWER:
0 | |||||
| 8. | SHARED DISPOSITIVE POWER:
2,138,200 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,138,200 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
4.6%(1) | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO (Limited Liability Company) | |||||
| (1) | Based on 46,369,185 shares expected to be ou tstanding after the completion of the Issuer’s secondary offering of Common Stock, as reported in the Issuer’s Prospectus, dated December 8, 2020, filed with the Securities and Exchange Commission on December 9, 2020 (without giving effect to the underwriters’ option to purchase additional shares of Common Stock). |
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| CUSIP No. 87164F105 | Schedule 13G | Page 4 of 8 |
| 1. |
NAME OF REPORTING PERSON
Access Industries Management, LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY:
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION:
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY BY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER:
0 | ||||
| 6. | SHARED VOTING POWER:
1,888,200 | |||||
| 7. | SOLE DISPOSITIVE POWER:
0 | |||||
| 8. | SHARED DISPOSITIVE POWER:
2,138,200 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,138,200 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
4.6%(1) | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
OO (Limited Liability Company) | |||||
| (1) | Based on 46,369,185 shares expected to be outstanding after the completion of the Issuer’s secondary offering of Common Stock, as reported in the Issuer’s Prospectus, dated December 8, 2020, filed with the Securities and Exchange Commission on December 9, 2020 (without giving effect to the underwriters’ option to purchase additional shares of Common Stock). |
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| CUSIP No. 87164F105 | Schedule 13G | Page 5 of 8 |
| 1. |
NAME OF REPORTING PERSON
Len Blavatnik | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY:
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY BY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER:
0 | ||||
| 6. | SHARED VOTING POWER:
1,888,200 | |||||
| 7. | SOLE DISPOSITIVE POWER:
0 | |||||
| 8. | SHARED DISPOSITIVE POWER:
2,138,200 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,138,200 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
4.6%(1) | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN | |||||
| (1) | Based on 46,369,185 shares expected to be outstanding after the completion of the Issuer’s secondary offering of Common Stock, as reported in the Issuer’s Prospectus, dated December 8, 2020, filed with the Securities and Exchange Commission on December 9, 2020 (without giving effect to the underwriters’ option to purchase additional shares of Common Stock). |
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| CUSIP No. 87164F105 | Schedule 13G | Page 6 of 8 |
| Item 1 | |
| (a) | Name of Issuer: |
Syndax Pharmaceuticals, Inc. (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices: |
35 Gatehouse Drive
Building D, Floor 3
Waltham, MA 02451
| Item 2 | |
| (a) | Name of Person Filing: |
Each of the following is referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
AI Life Sciences Investments LLC
Access Industries Holdings LLC
Access Industries Management, LLC
Len Blavatnik
| (b) | Address of Principal Business Office or, if none, Residence: |
The address of each of the Reporting Persons is:
c/o Access Industries, Inc.
40 West 57th Street, 28th Floor
New York, NY 10019
| (c) | Citizenship: |
Mr. Blavatnik is a citizen of the United States of America. Each of the other Reporting Persons is organized under the laws of the State of Delaware.
| (d) | Title of Class of Securities: |
Common stock, par value $0.0001 per share (“Common Stock”)
| (e) | CUSIP Number: |
87164F105
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
(a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2020, based on 46,369,185 shares expected to be outstanding after the completion of the Issuer’s secondary offering of Common Stock, as reported in the Issuer’s
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| CUSIP No. 87164F105 | Schedule 13G | Page 7 of 8 |
Prospectus, dated December 8, 2020, filed with the Securities and Exchange Commission on December 9, 2020 (without giving effect to the underwriters’ option to purchase additional shares of Common Stock).
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| AI Life Sciences Investments LLC |
2,138,200 | 4.6 | % | 0 | 1,888,200 | 0 | 2,138,200 | |||||||||||||||||
| Access Industries Holdings LLC |
2,138,200 | 4.6 | % | 0 | 1,888,200 | 0 | 2,138,200 | |||||||||||||||||
| Access Industries Management, LLC |
2,138,200 | 4.6 | % | 0 | 1,888,200 | 0 | 2,138,200 | |||||||||||||||||
| Len Blavatnik |
2,138,200 | 4.6 | % | 0 | 1,888,200 | 0 | 2,138,200 | |||||||||||||||||
As of December 31, 2020, AI Life Sciences Investments LLC (“AI Life”) was the record holder of 1,888,200 shares of Common Stock of the Issuer and may have been deemed to beneficially own a number of additional shares of Common Stock issuable upon exercise of pre-funded warrants (the “Warrants”) to purchase up to 250,000 shares of Common Stock. On January 28, 2021, AI Life exercised the Warrants in full, and as of such date was the record holder of 2,138,200 shares of Common Stock of the Issuer.
Each of Access Industries Holdings LLC, Access Industries Management, LLC and Len Blavatnik may be deemed to beneficially own the shares of Common Stock beneficially owned by AI Life, a subsidiary in a multi-tier corporate structure of which Access Industries Holdings LLC is the parent holding company and is ultimately managed by Access Industries Management, LLC and controlled by Mr. Blavatnik.
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
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| CUSIP No. 87164F105 | Schedule 13G | Page 8 of 8 |
Signature
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.
Dated: February 3, 2021
AI LIFE SCIENCES INVESTMENTS LLC
| By: AI LSI Management, LLC, Its Managing Member | ||||||||
| By: | Access Industries Management, LLC | |||||||
| Its Manager | ||||||||
| /s/ Alejandro Moreno | ||||||||
| Signature | ||||||||
| Alejandro Moreno / Executive Vice President | ||||||||
| Name/Title | ||||||||
| ACCESS INDUSTRIES HOLDINGS LLC | ||||||||
| By: Access Industries Management, LLC, Its Manager | ||||||||
| /s/ Alejandro Moreno | ||||||||
| Signature | ||||||||
| Alejandro Moreno / Executive Vice President | ||||||||
| Name/Title | ||||||||
| ACCESS INDUSTRIES MANAGEMENT, LLC | ||||||||
| By: | ||||||||
| /s/ Alejandro Moreno | ||||||||
| Signature | ||||||||
| Alejandro Moreno / Executive Vice President | ||||||||
| Name/Title | ||||||||
| * | ||||||||
| Signature | ||||||||
| Len Blavatnik | ||||||||
| Name | ||||||||
| * | The undersigned, by signing his name hereto, executes this Schedule 13G on behalf of Mr. Blavatnik pursuant to the Limited Power of Attorney filed with the Securities and Exchange Commission on July 24, 2020. |
| By: | /s/ Alejandro Moreno | |
| Name: | Alejandro Moreno | |
| Attorney-in-Fact |
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