Shea Richard P Form 3 Syndax Pharmaceuticals / Richard P Shea 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^*

Shea Richard P

(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	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
Stock Option (right to buy)	(1)	09/15/2024	Common Stock	9,321	6.32	D
Stock Option (right to buy)	(2)	12/18/2024	Common Stock	845	6.35	D
Stock Option (right to buy)	(3)	08/18/2025	Common Stock	16,800	7.2	D

Explanation of Responses:

1. Twenty-five percent (25%) of the total number of shares underlying the option vested on September 15, 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.

2. 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.

3. 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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