Edgar Filing: Tokai Pharmaceuticals Inc

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Novartis Bioventures Ltd

2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2014

3. Issuer Name and Ticker or Trading Symbol
Tokai Pharmaceuticals Inc [TKAI]

(Last)

(First)

(Middle)

131 FRONT STREET

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

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

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

(Street)

HAMILTON, D0 HM,Â D0Â 12

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D-1 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,470,528	$ ⁽¹⁾	D ⁽²⁾	Â
Series D-2 Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	147,052	$ ⁽³⁾	D ⁽²⁾	Â
Series D-3 Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	1,262,925	$ ⁽⁴⁾	D ⁽²⁾	Â
Series E Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	1,438,823	$ ⁽⁵⁾	D ⁽²⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Novartis Bioventures Ltd 131 FRONT STREET HAMILTON, D0 HM,Â D0Â 12	Â	Â X	Â	Â
NOVARTIS AG LICHTSTRASSE 35 BASEL,Â V8Â 4056	Â	Â X	Â	Â

Signatures

/s/ H.S. Zivi, Deputy Chairman of Novartis BioVentures Ltd.; and /s/ Rebecca White, Authorised Signatory of Novartis BioVentures Ltd.		09/16/2014
^**Signature of Reporting Person		Date
/s/ H.S. Zivi, by Power of Attorney on behalf of Novartis AG; and /s/ Rebecca White, by Power of Attorney on behalf of Novartis AG		09/16/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The Series D-1 Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.
(2)	These shares are directly owned by Novartis Bioventures Ltd. Novartis Bioventures Ltd. is a wholly-owned indirect subsidiary of Novartis AG, which is an indirect beneficial owner of the reported securities.
(3)	The Series D-2 Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.
(4)	The Series D-3 Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stock shown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.
(5)	The Series E Preferred Stock is convertible into Common Stock on a 10.47-for-one basis into the number of shares of Common Stockshown in column 3 at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares have no expiration date.
Â Remarks: ExhibitÂ List ExhibitÂ 24.1Â -Â PowerÂ ofÂ Attorney ExhibitÂ 24.2Â -Â PowerÂ ofÂ Attorney

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