Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  ALTA BIOPHARMA PARTNERS II LP
2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2014
3. Issuer Name and Ticker or Trading Symbol
SCYNEXIS INC [SCYX]
(Last)
(First)
(Middle)
ONE EMBARCADERO CENTER, 37TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SAN FRANCISCO, CA 94111
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Common Stock Warrant (right to buy) 12/07/2011 12/06/2016 Common Stock 4,551 $ 0.2 D (1)  
Common Stock Warrant (right to buy) 05/15/2012 05/14/2017 Common Stock 4,551 $ 0.2 D (1)  
Common Stock Warrant (right to buy) 12/11/2013 12/10/2018 Common Stock 82,454 $ 0.2 D (1)  
Common Stock Warrant (right to buy) 12/07/2011 12/06/2016 Common Stock 174 $ 0.2 I By Alta Embarcadero BioPharma Partners II, LLC (1) (2)
Common Stock Warrant (right to buy) 05/15/2012 05/14/2017 Common Stock 174 $ 0.2 I By Alta Embarcadero BioPharma Partners II, LLC (1) (2)
Common Stock Warrant (right to buy) 12/11/2013 12/10/2018 Common Stock 3,033 $ 0.2 I By Alta Embarcadero BioPharma Partners II, LLC (1) (2)
Series C Preferred Stock 06/19/2002   (3) Common Stock 161,238 (3) $ (3) D (1)  
Series C Preferred Stock 06/19/2002   (3) Common Stock 5,931 (3) $ (3) I By Alta Embarcadero BioPharma Partners II, LLC (1) (2)
Series D-1 Preferred Stock 12/11/2013   (4) Common Stock 50,239 (4) $ (4) D (1)  
Series D-1 Preferred Stock 12/11/2013   (4) Common Stock 1,848 (4) $ (4) I By Alta Embarcadero BioPharma Partners II, LLC (1) (2)
Series D-2 Preferred Stock 12/11/2013   (5) Common Stock 69,476 (5) $ (5) D (1)  
Series D-2 Preferred Stock 12/11/2013   (5) Common Stock 2,642 (5) $ (5) I By Alta Embarcadero BioPharma Partners II, LLC (1) (2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ALTA BIOPHARMA PARTNERS II LP
ONE EMBARCADERO CENTER, 37TH FLOOR
SAN FRANCISCO, CA 94111
    X    
ALTA BIOPHARMA MANAGEMENT II LLC
ONE EMBARCADERO CENTER, 37TH FLOOR
SAN FRANCISCO, CA 94111
    X    
ALTA EMBARCADERO BIOPHARMA PARTNERS II LLC
ONE EMBARCADERO CENTER, 37TH FLOOR
SAN FRANCISCO, CA 94111
    X    
CHAMPSI FARAH
ONE EMBARCADERO CENTER, 37TH FLOOR
SAN FRANCISCO, CA 94111
    X    

Signatures

By: /s/ Farah Champsi, Managing Director 05/02/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Farah Champsi (known as the "Principal") is the managing director of Alta BioPharma Management II, LLC ("ABM II") (which is the general partner of Alta BioPharma Partners II, L.P. ("ABP II")), and manager of Alta Embarcadero BioPharma Partners II, LLC ("AEBP II"). As managing director and manager of such entities, Ms. Champsi may be deemed to have voting and investment power for the shares held by ABP II and AEBP II. The Principal disclaims beneficial ownership of all such shares held by ABP II and AEBP II, except to the extent of her proportionate pecuniary interests therein.
(2) These securities are held by AEBP II.
(3) Each of the Series C Preferred Stock is convertible into Common Stock of the Issuer on a 1-for-3.536 basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
(4) Each of the Series D-1 Preferred Stock is convertible into Common Stock of the Issuer on a 1-for-20.4 basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
(5) Each of the Series D-2 Preferred Stock is convertible into Common Stock of the Issuer on a 1-for-20.4 basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

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