UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Syndax Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
87164F105
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rulepursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
*The remainder of this cover page shall befilled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequentamendment containing information which would alter the
disclosures provided in a prior cover page.
The information requiredin the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
ExchangeAct of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisionsof the Act
(however, see the Notes).
CUSIP No. 87164F105
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Avidity Partners Management LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,950,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,950,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,950,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
1
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
___________________
1
The percentage of ownership based on 84,809,736 shares of Common Stock of the
Company outstanding as of December 19, 2023, as reported on the Issuer's press
release on December 19, 2023, located at: https://ir.syndax.com/news-releases/ne
ws-release-details/syndax-announces-closing-public-offering-common-stock-and.
CUSIP No. 87164F105
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Avidity Partners Management (GP) LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,950,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,950,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,950,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
2
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
___________________
2
The percentage of ownership based on 84,809,736 shares of Common Stock of the
Company outstanding as of December 19, 2023, as reported on the Issuer's press
release on December 19, 2023, located at: https://ir.syndax.com/news-releases/ne
ws-release-details/syndax-announces-closing-public-offering-common-stock-and.
CUSIP No. 87164F105
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Avidity Capital Partners Fund (GP) LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,950,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,950,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,950,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
3
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, PN
___________________
3
The percentage of ownership based on 84,809,736 shares of Common Stock of the
Company outstanding as of December 19, 2023, as reported on the Issuer's press
release on December 19, 2023, located at: https://ir.syndax.com/news-releases/ne
ws-release-details/syndax-announces-closing-public-offering-common-stock-and.
CUSIP No. 87164F105
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Avidity Capital Partners (GP) LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,950,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,950,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,950,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
4
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
___________________
4
The percentage of ownership based on 84,809,736 shares of Common Stock of the
Company outstanding as of December 19, 2023, as reported on the Issuer's press
release on December 19, 2023, located at: https://ir.syndax.com/news-releases/ne
ws-release-details/syndax-announces-closing-public-offering-common-stock-and.
CUSIP No. 87164F105
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Avidity Master Fund LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,950,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,950,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,950,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
5
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO, PN
___________________
5
The percentage of ownership based on 84,809,736 shares of Common Stock of the
Company outstanding as of December 19, 2023, as reported on the Issuer's press
release on December 19, 2023, located at: https://ir.syndax.com/news-releases/ne
ws-release-details/syndax-announces-closing-public-offering-common-stock-and.
CUSIP No. 87164F105
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David Witzke
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,950,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,950,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,950,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
6
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
___________________
6
The percentage of ownership based on 84,809,736 shares of Common Stock of the
Company outstanding as of December 19, 2023, as reported on the Issuer's press
release on December 19, 2023, located at: https://ir.syndax.com/news-releases/ne
ws-release-details/syndax-announces-closing-public-offering-common-stock-and.
CUSIP No. 87164F105
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Gregory
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
3,950,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
3,950,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,950,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
7
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
___________________
7
The percentage of ownership based on 84,809,736 shares of Common Stock of the
Company outstanding as of December 19, 2023, as reported on the Issuer's press
release on December 19, 2023, located at: https://ir.syndax.com/news-releases/ne
ws-release-details/syndax-announces-closing-public-offering-common-stock-and.
Item 1. (a). Name of Issuer:
Syndax Pharmaceuticals, Inc.
(b). Address of issuer's principal executive offices:
35 Gatehouse Drive, Building D, Floor 3
Waltham, Massachusetts 02451
United States of America
Item 2. (a). Name of person filing:
Avidity Partners Management LP
Avidity Partners Management (GP) LLC
Avidity Capital Partners Fund (GP) LP
Avidity Capital Partners (GP) LLC
Avidity Master Fund LP
David Witzke
Michael Gregory
(b). Address or principal business office or, if none, residence:
Avidity Partners Management LP
2828 N Harwood Street, Suite 1220
Dallas, Texas 75201
United States of America
Avidity Partners Management (GP) LLC
2828 N Harwood Street, Suite 1220
Dallas, Texas 75201
United States of America
Avidity Capital Partners Fund (GP) LP
2828 N Harwood Street, Suite 1220
Dallas, Texas 75201
United States of America
Avidity Capital Partners (GP) LLC
2828 N Harwood Street, Suite 1220
Dallas, Texas 75201
United States of America
Avidity Master Fund LP
2828 N Harwood Street, Suite 1220
Dallas, Texas 75201
United States of America
David Witzke
c/o Avidity Partners Management LP
2828 N Harwood Street, Suite 1220
Dallas, Texas 75201
United States of America
Michael Gregory
c/o Avidity Partners Management LP
2828 N Harwood Street, Suite 1220
Dallas, Texas 75201
United States of America
(c). Citizenship:
Avidity Partners Management LP- Delaware
Avidity Partners Management (GP) LLC - Delaware
Avidity Capital Partners Fund (GP) LP - Delaware
Avidity Capital Partners (GP) LLC - Delaware
Avidity Master Fund LP - Cayman Islands
David Witzke - United States of America
Michael Gregory - United States of America
(d). Title of class of securities:
Common Stock, par value $0.0001 per share
(e). CUSIP No.:
87164F105
Item 3. If This Statement is filed pursuant to (s)(s).240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
(a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with (s) 240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with (s) 240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with (s)240.13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] A non-U.S. institution in accordance with (s)240.13d-1(b)(1)(ii)(J);
(k) [_] Group, in accordance with (s)240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution
in accordance with (s)240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Avidity Partners Management LP: 3,950,000
Avidity Partners Management (GP) LLC: 3,950,000
Avidity Capital Partners Fund (GP) LP: 3,950,000
Avidity Capital Partners (GP) LLC: 3,950,000
Avidity Master Fund LP: 3,950,000
David Witzke: 3,950,000
Michael Gregory: 3,950,000
(b) Percent of class:
Avidity Partners Management LP: 4.7%
Avidity Partners Management (GP) LLC: 4.7%
Avidity Capital Partners Fund (GP) LP: 4.7%
Avidity Capital Partners (GP) LLC: 4.7%
Avidity Master Fund LP: 4.7%
David Witzke: 4.7%
Michael Gregory: 4.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote Avidity Partners Management LP: 0
Avidity Partners Management (GP) LLC: 0 ,
Avidity Capital Partners Fund (GP) LP: 0
Avidity Capital Partners (GP) LLC: 0
Avidity Master Fund LP: 0
David Witzke: 0
Michael Gregory: 0
(ii) Shared power to vote or to direct the vote Avidity Partners Management LP: 3,950,000
Avidity Partners Management (GP) LLC: 3,950,000
Avidity Capital Partners Fund (GP) LP: 3,950,000
Avidity Capital Partners (GP) LLC: 3,950,000
Avidity Master Fund LP: 3,950,000
David Witzke: 3,950,000
Michael Gregory: 3,950,000
(iii) Sole power to dispose or to direct the disposition of Avidity Partners Management LP: 0
Avidity Partners Management (GP) LLC: 0 ,
Avidity Capital Partners Fund (GP) LP: 0
Avidity Capital Partners (GP) LLC: 0
Avidity Master Fund LP: 0
David Witzke: 0
Michael Gregory: 0
(iv) Shared power to dispose or to direct the disposition of Avidity Partners Management LP: 3,950,000
Avidity Partners Management (GP) LLC: 3,950,000 .
Avidity Capital Partners Fund (GP) LP: 3,950,000
Avidity Capital Partners (GP) LLC: 3,950,000
Avidity Master Fund LP: 3,950,000
David Witzke: 3,950,000
Michael Gregory: 3,950,000
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 five percent of the class of securities, check the following [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than 5 percent of the class, such person should be identified.
A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of
employee benefit plan, pension fund or endowment fund is not required.
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G),
so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of
the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
N/A
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to (s)240.13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect
to transactions in the security reported on will be filed, if required,
by members of the group, in their individual capacity. See Item 5.
N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under (s) 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
theundersigned certify that the information set forth in this statement is
true, complete and correct.
February 14, 2024
(Date)
David Witzke
Avidity Partners Management LP
Avidity Partners Management (GP) LLC
Avidity Capital Partners Fund (GP) LP
Avidity Capital Partners (GP) LLC
Avidity Master Fund LP
By: /s/ David Witzke
David Witzke, for himself and as Managing Member of Avidity Partners Management (GP)
LLC (for itself and as general partner of Avidity Partners Management LP) and Avidity
Capital Partners (GP) LLC (for itself and as general partner of Avidity Capital
Partners Fund (GP) LP (for itself and as general partner of Avidity Master Fund LP))
Michael Gregory
Avidity Partners Management LP
Avidity Partners Management (GP) LLC
Avidity Capital Partners Fund (GP) LP
Avidity Capital Partners (GP) LLC
Avidity Master Fund LP
By: /s/Michael Gregory
Michael Gregory, for himself and as Managing Member of Avidity Partners Management (GP)
LLC (for itself and as general partner of Avidity Partners Management LP) and Avidity
Capital Partners (GP) LLC (for itself and as general partner of Avidity Capital
Partners Fund (GP) LP (for itself and as general partner of Avidity Master Fund LP))
The original statement shall be signed by eachperson on whose behalf the
statement is filed or his authorized representative. If the statement is
signed on behalf of a person by hisauthorized representative other than an
executive officer or general partner of the filing person, evidence of the
representative's authorityto sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
whichis already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statementshall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shallinclude a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies areto be sent.
Attention. Intentional misstatements or omissionsof fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule13d-1(k) under the Securities Exchange Act of 1934, as
amended, the persons named below agree to the joint filing on behalf of each
ofthem of a Statement on Schedule 13G (including amendments thereto) with
respect to the Common Stock of Syndax Pharmaceuticals, Inc.,and further agree
that this Joint Filing Agreement be included as an Exhibit to such joint filing
The undersigned furtheragree that each party hereto is responsible for the
timely filing of such Statement on Schedule 13G and any amendments thereto,
and forthe accuracy and completeness of the information concerning such party
contained therein; provided, however, that no party is responsiblefor the
accuracy or completeness of the information concerning any other party, unless
such party knows or has reason to believe thatsuch information is inaccurate.
IN WITNESS WHEREOF, theundersigned hereby execute this Agreement as of
February 14, 2024.
David Witzke
Avidity Partners Management LP
Avidity Partners Management (GP) LLC
Avidity Capital Partners Fund (GP) LP
Avidity Capital Partners (GP) LLC
Avidity Master Fund LP
/s/ David Witzke
David Witzke, for himself and as Managing Member of Avidity Partners Management (GP)
LLC (for itself and as general partner of Avidity Partners Management LP) and Avidity
Capital Partners (GP) LLC (for itself and as general partner of Avidity Capital
Partners Fund (GP) LP (for itself and as general partner of Avidity Master Fund LP))
Michael Gregory
Avidity Partners Management LP
Avidity Partners Management (GP) LLC
Avidity Capital Partners Fund (GP) LP
Avidity Capital Partners (GP) LLC
Avidity Master Fund LP
By: /s/ Michael Gregory
Michael Gregory, for himself and as Managing Member of Avidity Partners Management (GP)
LLC (for itself and as general partner of Avidity Partners Management LP) and Avidity
Capital Partners (GP) LLC (for itself and as general partner of Avidity Capital
Partners Fund (GP) LP (for itself and as general partner of Avidity Master Fund LP))