Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* GIRARDI THOMAS V	2. Issuer Name and Ticker or Trading Symbol Astex Pharmaceuticals, Inc [ ASTX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O GIRARDI & KEESE, 1126 WILSHIRE BOULEVARD	3. Date of Earliest Transaction (MM/DD/YYYY) 10/11/2013
(Street) LOS ANGELES, CA 90017-1904 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/11/2013		U		348500	D	⁽¹⁾	0	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (Right to buy)	$7.79	10/11/2013		D			22500	⁽²⁾	5/6/2014	Common Stock	22500	⁽³⁾	0	D
Director Stock Option (Right to buy)	$5.88	10/11/2013		D			10000	10/6/2004	10/6/2014	Common Stock	10000	⁽⁴⁾	0	D
Director Stock Option (Right to buy)	$4.84	10/11/2013		D			22500	⁽⁵⁾	5/12/2015	Common Stock	22500	⁽⁶⁾	0	D
Director Stock Option (Right to buy)	$3.97	10/11/2013		D			30000	⁽⁷⁾	6/9/2016	Common Stock	30000	⁽⁸⁾	0	D
Director Stock Option (Right to buy)	$5.89	10/11/2013		D			30000	⁽⁹⁾	6/14/2017	Common Stock	30000	⁽¹⁰⁾	0	D
Director Stock Option (Right to buy)	$2.01	10/11/2015		D			30000	⁽¹¹⁾	6/12/2018	Common Stock	30000	⁽¹²⁾	0	D
Director Stock Option (Right to buy)	$1.98	10/11/2013		D			30000	⁽¹³⁾	6/11/2019	Common Stock	30000	⁽¹⁴⁾	0	D
Director Stock Option (Right to buy)	$2.14	10/11/2013		D			35000	⁽¹⁵⁾	6/10/2020	Common Stock	35000	⁽¹⁶⁾	0	D
Director Stock Option (Right to buy)	$2.92	10/11/2013		D			35000	⁽¹⁷⁾	6/16/2021	Common Stock	35000	⁽¹⁸⁾	0	D
Director Stock Option (Right to buy)	$2.10	10/11/2013		D			45000	⁽¹⁹⁾	6/22/2022	Common Stock	45000	⁽²⁰⁾	0	D
Director Stock Option (Right to buy)	$4.60	10/11/2013		D			45000	⁽²¹⁾	6/13/2023	Common Stock	45000	⁽²²⁾	0	D

Explanation of Responses:
( 1)	Pursuant to the Agreement and Plan of Merger, dated September 5, 2013, between the Issuer, Otsuka Pharmaceutical Co. Ltd., and Autumn Aquisition Corporation (the "Merger Agreement"), each share of Common Stock was exchanged for $8.50 in cash.
( 2)	The option provided for vesting as to 1/4th of the shares on May 6, 2004 and on each three month anniversary thereafter.
( 3)	Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $15,975.00, which represents the difference between $8.50 and the exercise price of the option per share.
( 4)	Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $26,200.00, which represents the difference between $8.50 and the exercise price of the option per share.
( 5)	The option provided for vesting as to 1/4th of the shares on May 12, 2005 and on each three month anniversary thereafter.
( 6)	Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $82,350.00, which represents the difference between $8.50 and the exercise price of the option per share.
( 7)	The option provided for vesting as to 1/4th of the shares on June 9, 2006 and on each three month anniversary thereafter.
( 8)	Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $135,900.00, which represents the difference between $8.50 and the exercise price of the option per share.
( 9)	The option provided for vesting as to 1/4th of the shares on June 14, 2007 and on each three month anniversary thereafter.
( 10)	Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $78,300.00, which represents the difference between $8.50 and the exercise price of the option per share.
( 11)	The option provided for vesting as to 1/4th of the shares on June 12, 2008 and on each three month anniversary thereafter.
( 12)	Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $194,700.00, which represents the difference between $8.50 and the exercise price of the option per share.
( 13)	The option provided for vesting as to 1/4th of the shares on June 11, 2009 and on each three month anniversary thereafter.
( 14)	Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $195,600.00, which represents the difference between $8.50 and the exercise price of the option per share.
( 15)	The option provided for vesting as to 1/4th of the shares on June 10, 2010 and on each three month anniversary thereafter.
( 16)	Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $222,600.00, which represents the difference between $8.50 and the exercise price of the option per share.
( 17)	The option provided for vesting as to 1/4th of the shares on June 16, 2011 and on each three month anniversary thereafter.
( 18)	Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $195,300.00, which represents the difference between $8.50 and the exercise price of the option per share.
( 19)	The option provided for vesting as to 1/4th of the shares on June 22, 2012 and on each three month anniversary thereafter.
( 20)	Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $288,000.00, which represents the difference between $8.50 and the exercise price of the option per share.
( 21)	The option originally provided for vesting as to 1/4th of the shares on June 13, 2013 and on each three month anniversary thereafter. Pursuant to the Merger Agreement, the option vested in full immediately prior to the closing of the merger.
( 22)	Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $175,500.00, which represents the difference between $8.50 and the exercise price of the option per share.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GIRARDI THOMAS V C/O GIRARDI & KEESE 1126 WILSHIRE BOULEVARD LOS ANGELES, CA 90017-1904	X

Signatures
/s/ Thomas V. Girardi		10/16/2013
^** Signature of Reporting Person		Date

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*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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