Evnin Luke Form 3 Syndax Pharmaceuticals / LUKE EVNIN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

EVNIN LUKE

(Last) (First) (Middle)

C/O SYNDAX PHARMACEUTICALS, INC.

400 TOTTEN POND ROAD, SUITE 110

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2016

3. Issuer Name and Ticker or Trading Symbol
Syndax Pharmaceuticals Inc [ SNDX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A-1 Preferred Stock	(1)	(1)	Common Stock	1,138,210	(1)	I	See footnote(2)
Series B-1 Preferred Stock	(1)	(1)	Common Stock	718,396	(1)	I	See footnote(2)
Series C-1 Preferred Stock	(1)	(1)	Common Stock	312,085	(1)	I	See footnote(2)
Stock Option (right to buy)	(3)	12/18/2024	Common Stock	10,167	6.35	D
Stock Option (right to buy)	(4)	08/18/2025	Common Stock	16,800	7.2	D

Explanation of Responses:

1. The reported securities are convertible at any time on a one-for-one basis, in whole or in part, at the option of the holder, have no expiration date, and will convert into shares of common stock immediately prior to the closing of the Issuer's initial public offering.

2. The 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.

3. Twenty-five percent (25%) of the total number of shares underlying the option vested on December 18, 2014, and one forty-eighth (1/48th) of the total number of shares underlying the option vest monthly thereafter on the last day of each month, subject to the reporting person's continuous service on the relevant vesting dates.

4. Twenty-five percent (25%) of the total number of shares underlying the option vested on August 18, 2015, and one forty-eighth (1/48th) of the total number of shares underlying the option vest monthly thereafter on the last day of each month, subject to the reporting person's continuous service on the relevant vesting dates.

Remarks:

	/s/ Michael A. Metzger, Attorney-in-Fact	03/02/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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