SEC Form 4

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

1. Name and Address of Reporting Person* Novartis Bioventures Ltd (Last) (First) (Middle) 131 FRONT STREET (Street) HAMILTON, D0 HM D0 12 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Tokai Pharmaceuticals Inc [ TKAI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/22/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/22/2014		C		4,319,328	A	(1)	4,319,328	D(2)
Common Stock	09/22/2014		P		325,000(3)	A	$15	4,644,328	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D-1 Preferred Stock	(1)	09/22/2014		C			15,396,431	(1)	(1)	Common Stock	1,470,528	$0.00	0	D(2)
Series D-2 Preferred Stock	(1)	09/22/2014		C			1,539,643	(1)	(1)	Common Stock	147,052	$0.00	0	D(2)
Series D-3 Preferred Stock	(1)	09/22/2014		C			13,222,826	(1)	(1)	Common Stock	1,262,925	$0.00	0	D(2)
Series E Preferred Stock	(1)	09/22/2014		C			15,064,469	(1)	(1)	Common Stock	1,438,823	$0.00	0	D(2)

1. Name and Address of Reporting Person* Novartis Bioventures Ltd (Last) (First) (Middle) 131 FRONT STREET (Street) HAMILTON, D0 HM D0 12 (City) (State) (Zip)

1. Name and Address of Reporting Person* NOVARTIS AG (Last) (First) (Middle) LICHTSTRASSE 35 (Street) BASEL V8 4056 (City) (State) (Zip)

Explanation of Responses:

1. 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.

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. 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.

Remarks:

	/s/ H.S. Zivi, Deputy Chairman of Novartis BioVentures Ltd.; and /s/ Rebecca White, Authorised Signatory of Novartis BioVentures Ltd.	09/22/2014
	/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	09/22/2014
	** Signature of Reporting Person	Date
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