Novartis AG — Director's Dealing 2014

Sep 24, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tokai Pharmaceuticals Inc (TKAI)
CIK: 0001404281
Period of Report: 2014-09-22

Reporting Person: Novartis Bioventures Ltd (10% Owner)
Reporting Person: NOVARTIS AG (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-22	Common Stock	C	4319328	—	Acquired	4319328	Direct
2014-09-22	Common Stock	P	325000	$15.00	Acquired	4644328	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-09-22	Series D-1 Preferred Stock	$	C	15396431	Disposed		Common Stock (1470528)	Direct
2014-09-22	Series D-2 Preferred Stock	$	C	1539643	Disposed		Common Stock (147052)	Direct
2014-09-22	Series D-3 Preferred Stock	$	C	13222826	Disposed		Common Stock (1262925)	Direct
2014-09-22	Series E Preferred Stock	$	C	15064469	Disposed		Common Stock (1438823)	Direct

Footnotes

F1: The Series D-1, Series D-2, Series D-3 and Series E Preferred Stock converted into Common Stock on a 10.47-for-one-basis upon the closing of the Issuer's initial public offering without payment of consideration. The Series D-1, Series D-2, Series D-3 and Series E Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering. The shares had no expiration date.

F2: 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.

F3: Novartis Bioventures Ltd., a wholly-owned indirect subsidiary of Novartis AG, acquired 325,000 shares of Common Stock in the Issuer's initial public offering.