Amended Statement of Ownership: Solicitation (sc 14d9/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

AMENDMENT NO. 1

______________________________

Astex Pharmaceuticals, Inc.

(Name of Subject Company)

Sarissa Capital Domestic Fund LP

Sarissa Capital Offshore Master Fund LP

Sarissa Capital Management LP

Dr. Alexander Denner

Dr. Richard Mulligan

Mayu Sris

(Name of Persons Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

04624B103

(CUSIP Number of Class of Securities)

Mark DiPaolo, Esq.

General Counsel

Sarissa Capital Management LP

660 Steamboat Road

Greenwich, CT 06830

(203) 302-2330

(Name, address and telephone numbers of person authorized to receive notices

and communications on behalf of the persons filing statement)

o	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 1 to Solicitation/Recommendation Statement on Schedule 14D-9 (“ Amendment No. 1 ”) amends or supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the United States Securities and Exchange Commission (“ SEC ”) on October 8, 2013 (the “ Schedule 14D-9 ”). The Schedule 14D-9 relates to the cash tender offer (the “ Tender Offer ”) by Autumn Acquisition Corporation, a Delaware corporation (“ Purchaser ”) and wholly owned indirect subsidiary of Otsuka Pharmaceutical Co., Ltd., a joint stock company organized under the laws of Japan, to purchase all of Astex’s outstanding Shares at a price of $8.50 per Share, payable net to the seller in cash without interest thereon, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in Purchaser’s Offer to Purchase dated September 13, 2013 (as amended or supplemented from time to time), and in the related Letter of Transmittal (as amended or supplemented from time to time). The Tender Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time), which was filed by Purchaser with the SEC on September 13, 2013. The information in the Schedule 14D-9 is incorporated in this Amendment No. 1 by reference to all of the applicable items in the Schedule 14D-9, except that such information is hereby amended or supplemented to the extent specifically provided herein.

The Schedule 14D-9 is hereby amended as follows:

Item 2. Identity and Background of Filing Person.

Name and Address of Persons Filing this Statement

The first sentence under Item 2 of the Schedule 14D-9 is hereby amended and restated to read in its entirety as follows:

“The name of the filing persons are: (i) Sarissa Capital Domestic Fund LP, a Delaware limited partnership; (ii) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership; (iii) Sarissa Capital Management LP, a Delaware limited partnership; (iv) Dr. Alexander Denner, a citizen of the United States of America; (v) Dr. Richard Mulligan, a citizen of the United States of America; and (vi) Mayu Sris, a citizen of the United States of America (collectively, the “ Filing Persons ”).”

Item 4. The Solicitation or Recommendation.

Item 4 of the Schedule 14D-9 is hereby amended by adding the following new sentence:

“Reference is made to the press release dated October 8, 2013, a copy of which is filed as Exhibit 2 hereto and is incorporated herein by reference.”

Item 9. Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended by inserting the following exhibit thereto:

“2. Press Release, dated October 8, 2013.”

SIGNATURE

After due 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.

	SARISSA CAPITAL DOMESTIC FUND LP

	By: Sarissa Capital Fund GP LP, its general partner


	By: /s/ Seth Platt
	Name:	Seth Platt
	Title:	Authorized Person



	SARISSA CAPITAL OFFSHORE MASTER FUND LP

	By: Sarissa Capital Offshore Fund GP LLC, its general partner

	By: /s/ Seth Platt
	Name:	Seth Platt
	Title:	Authorized Person


	SARISSA CAPITAL MANAGEMENT LP

	By: /s/ Seth Platt
	Name:	Seth Platt
	Title:	Authorized Person


	/s/ Alexander Denner
	Name: Alexander Denner


	/s/ Richard Mulligan
	Name: Richard Mulligan


	/s/ Mayu Sris
	Name: Mayu Sris