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SEC FORM 3 SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940 		 
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1. Name and Address of Reporting Person*
BARBERICH TIMOTHY J
(Last) (First) (Middle)
C/O TOKAI PHARMACEUTICALS, INC.
ONE BROADWAY, 14TH FLOOR
(Street)
CAMBRIDGE MA 02142
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/16/2014 		3. Issuer Name and Ticker or Trading Symbol
Tokai Pharmaceuticals Inc [ TKAI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 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)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series D-3 Preferred Stock (1) (1) Common Stock 43,718 (1) D
Series E Preferred Stock (2) (2) Common Stock 77,359 (2) D
Stock Option (right to buy) (3) 04/29/2020 Common Stock 8,882 1.37 D
Stock Option (right to buy) (4) 09/07/2021 Common Stock 5,489 1.37 D
Stock Option (right to buy) (5) 06/26/2023 Common Stock 7,794 1.58 D
Explanation of Responses:
1. 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.
2. The Series E 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.
3. This option is fully vested.
4. This option was granted on September 7, 2011. With respect to 477 shares underlying the option, 2.0833% of those shares vested on October 1, 2011 and an additional 2.0833% of those shares vest on the first day of each month thereafter through September 1, 2015. With respect to 596 shares underlying the option, 2.0833% of those shares vested on October 7, 2011 and an additional 2.0833% of those shares vest on the first day of each month thereafter through September 1, 2015. With respect to 1,957 shares underlying the option, 8.3333% of those shares vested on January 27, 2012 and an additional 2.0833% of those shares vest on the first day of each month thereafter through September 1, 2015. With respect to 2,459 shares underlying the option, 20.8333% of those shares vested on July 12, 2012 and an additional 2.0833% of those shares vest on the first day of each month thereafter through September 1, 2015.
5. This option was granted on June 26, 2013. With respect to 4,391 shares underlying the option, 2.0833% of those shares vested on July 1, 2013 and an additional 2.0833% of those shares vest on the first day of each month thereafter through June 1, 2017. With respect to 3,403 shares underlying the option, 8.333% of those shares vested on October 24, 2013 and an additional 2.0833% of those shares vest on the first day of each month thereafter through June 1, 2017.
Remarks:
Exhibit List Exhibit 24 - Power of Attorney
/s/ Cindy Driscoll, Attorney-in-Fact 09/16/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
	LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

	Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of John S. McBride, Lee H. Kalowski and Cindy Driscoll, signing
singly and each acting individually, as the undersigned's true and lawful
attorney in fact with full power and authority as hereinafter described to:

	(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as a director, officer and/or stockholder of Tokai Pharmaceuticals, Inc. (the
"Company"), Forms 3, 4, and 5 (including any amendments thereto) in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder (the "Exchange Act");

	(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to prepare, complete and execute any such Form 3,
4, or 5, prepare, complete and execute any amendment or amendments thereto, and
timely deliver and file such form with the United States Securities and Exchange
Commission (the "SEC") and any stock exchange or similar authority, including
without limitation the filing of a Form ID or any other application materials to
enable the undersigned to gain or maintain access to the Electronic Data
Gathering, Analysis and Retrieval system of the SEC;

	(3)	seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
third party to release any such information to the herein appointed attorney in
fact and approves and ratifies any such release of information; and

	(4)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney in fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney in fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney in fact may approve in such
attorney in fact's discretion.

	The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys in fact, in serving in
such capacity at the request of the undersigned, are not assuming nor relieving,
nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys in fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with the SEC with
respect to the undersigned's holdings of and transactions in securities issued
by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys in fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 12th day of September, 2014.

					/s/ Timothy J. Barberich
					Print Name: Timothy J. Barberich