UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Astex Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

04624B103

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1

13G


CUSIP No. 04624B103		Page 2 of 23 Pages


1.	Name of reporting persons: Apax Europe V-A, L.P.
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Delaware
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): PN

13G


CUSIP No. 04624B103		Page 3 of 23 Pages


1.	Name of reporting persons: Apax Europe V-B, L.P.
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: England
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): PN

13G


CUSIP No. 04624B103		Page 4 of 23 Pages


1.	Name of reporting persons: Apax Europe V-C GmbH & Co. KG
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Germany
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): OO

13G


CUSIP No. 04624B103		Page 5 of 23 Pages


1.	Name of reporting persons: Apax Europe V-D, L.P.
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: England
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): PN

13G


CUSIP No. 04624B103		Page 6 of 23 Pages


1.	Name of reporting persons: Apax Europe V-E, L.P.
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: England
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): PN

13G


CUSIP No. 04624B103		Page 7 of 23 Pages


1.	Name of reporting persons: Apax Europe V-F, C.V.
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Netherlands
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): OO

13G


CUSIP No. 04624B103		Page 8 of 23 Pages


1.	Name of reporting persons: Apax Europe V-G, C.V.
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Netherlands
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): OO

13G


CUSIP No. 04624B103		Page 9 of 23 Pages


1.	Name of reporting persons: Apax Europe V-1, L.P.
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: England
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): PN

13G


CUSIP No. 04624B103		Page 10 of 23 Pages


1.	Name of reporting persons: Apax Europe V-2, L.P.
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: England
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): PN

13G


CUSIP No. 04624B103		Page 11 of 23 Pages


1.	Name of reporting persons: AP V GmbH & Co. KG
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Germany
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): PN

13G


CUSIP No. 04624B103		Page 12 of 23 Pages


1.	Name of reporting persons: Apax Verwaltungsgesellschaft Beta GmbH
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Germany
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): OO

13G


CUSIP No. 04624B103		Page 13 of 23 Pages


1.	Name of reporting persons: Apax Europe V GP, L.P.
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Delaware
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): PN

13G


CUSIP No. 04624B103		Page 14 of 23 Pages


1.	Name of reporting persons: Apax Europe V GP Co. Limited
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Guernsey
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): OO

13G


CUSIP No. 04624B103		Page 15 of 23 Pages


1.	Name of reporting persons: Apax Guernsey (Holdco) PCC Limited AEV Cell
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: Guernsey
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): OO

13G


CUSIP No. 04624B103		Page 16 of 23 Pages


1.	Name of reporting persons: Apax Partners Europe Managers Ltd
2.	Check the appropriate box if a member of a group (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization: England
Number of shares beneficially owned by each reporting person with		5.	Sole voting power: 0
		6.	Shared voting power: 0
		7.	Sole dispositive power: 0
		8.	Shared dispositive power: 0
9.	Aggregate amount beneficially owned by each reporting person: 0
10.	Check Box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9): 0.0%
12.	Type of reporting person (see instructions): OO

This is Amendment No. 1 to the Schedule 13G filed with the Securities and Exchange Commission on April 17, 2012.

Item 1.

(a).

Name of Issuer

Astex Pharmaceuticals, Inc. (the “Company”)

(b).

Address of Issuer’s Principal Executive Offices:

4140 Dublin Boulevard., Suite 200, Dublin, California 94568

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office

Item 2(c).

Citizenship

(i) Apax Europe V-A, L.P.

Third Floor, Royal Bank Place

1 Glategny Esplanade

St. Peter Port, Guernsey GY1 2HJ

Place of Organization: Delaware

(ii) Apax Europe V-B, L.P.

Third Floor, Royal Bank Place

1 Glategny Esplanade

St. Peter Port, Guernsey GY1 2HJ

Place of Organization: England

(iii) Apax Europe V-C GmbH & Co. KG

Third Floor, Royal Bank Place

1 Glategny Esplanade

St. Peter Port, Guernsey GY1 2HJ

Place of Organization: Germany

(iv) Apax Europe V-D, L.P.

Third Floor, Royal Bank Place

1 Glategny Esplanade

St. Peter Port, Guernsey GY1 2HJ

Place of Organization: England

(v) Apax Europe V-E, L.P.

Third Floor, Royal Bank Place

1 Glategny Esplanade

St. Peter Port, Guernsey GY1 2HJ

Place of Organization: England

(vi) Apax Europe V-F, C.V.

Third Floor, Royal Bank Place

1 Glategny Esplanade

St. Peter Port, Guernsey GY1 2HJ

Place of Organization: Netherlands

Page 17

(vii) Apax Europe V-G, C.V.

Third Floor, Royal Bank Place

1 Glategny Esplanade

St. Peter Port, Guernsey GY1 2HJ

Place of Organization: Netherlands

(viii) Apax Europe V-1, L.P.

Third Floor, Royal Bank Place

1 Glategny Esplanade

St. Peter Port, Guernsey GY1 2HJ

Place of Organization: England

(ix) Apax Europe V-2, L.P.

Third Floor, Royal Bank Place

1 Glategny Esplanade

St. Peter Port, Guernsey GY1 2HJ

Place of Organization: England

(x) AP V GmbH & Co. KG

Nussbaumstrasse 8

80336 Munich, Germany

Place of Organization: Germany

(xi) Apax Verwaltungsgesellschaft Beta GmbH

Pienzenauerstr. 27

81679 Munich, Germany

Place of Organization: Germany

(xii) Apax Europe V GP, L.P.

Third Floor, Royal Bank Place

1 Glategny Esplanade

St. Peter Port, Guernsey GY1 2HJ

Place of Organization: Delaware

(xiii) Apax Europe V GP Co. Limited

Third Floor, Royal Bank Place

1 Glategny Esplanade

St. Peter Port, Guernsey GY1 2HJ

Place of Organization: Guernsey

(xiv) Apax Guernsey (Holdco) PCC Limited AEV Cell

Third Floor, Royal Bank Place

1 Glategny Esplanade

St. Peter Port, Guernsey GY1 2HJ

Place of Organization: Guernsey

Page 18

(xv) Apax Partners Europe Managers Ltd

33 Jermyn Street

London SW1Y 6DN

Place of Organization: England

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”

Item 2(d).

Title of Class of Securities:

Common Stock, par value $0.001 (the “Common Stock”)

Item 2(e).

CUSIP Number:

04624B103

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not Applicable.

Item 4.

Ownership.

(a) Amount beneficially owned:

See Item 9 of each cover page

(b) Percent of class:

See Item 11 of each cover page

(c) Number of Shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See Item 5 of each cover page

(ii) Shared power to vote or to direct the vote:

See Item 6 of each cover page

(iii) Sole power to dispose or to direct the disposition of:

See Item 7 of each cover page

(iv) Shared power to dispose or to direct the disposition of:

See Item 8 of each cover page

Page 19

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

Each of the Reporting Persons hereby makes the following certification:

By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Page 20

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2014


Apax Europe V GP L.P.

By:		Apax Europe V GP Co. Limited
		Its General Partner

By:		/s/ A.W. Guille
		Name: A.W. Guille
		Title: Director

By:		/s/ Gordon Purvis
		Name: Gordon Purvis
		Title: Director

Apax Europe V GP Co. Limited

By:		/s/ A.W. Guille
		Name: A.W. Guille
		Title: Director

By:		/s/ Gordon Purvis
		Name: Gordon Purvis
		Title: Director

Page 21


Apax Europe V

	Apax Europe V-A, L.P.
	Apax Europe V-B, L.P.
	Apax Europe V-C, GmbH & Co. KG
	Apax Europe V-D, L.P.
	Apax Europe V-E, L.P
	Apax Europe V-F, C.V.
	Apax Europe V-G, C.V.
	Apax Europe V-1, L.P.
	Apax Europe V-2, L.P.

	By:	Apax V GP L.P. Inc. Its General Partner

	By:	By: Apax V GP Co. Limited Its General Partner

By:	/s/ A.W. Guille
	Name: A.W. Guille
	Title: Director

By:	/s/ Gordon Purvis
	Name: Gordon Purvis
	Title: Director

Apax Partners Europe Managers Ltd.

By:	/s/ Martin Halusa
	Name: Martin Halusa
	Title: Director

By:	/s/ Andrew Sillitoe
	Name: Andrew Sillitoe
	Title: POA

Apax Guernsey (Holdco) PCC Limited AEV Cell

By:	/s/ A.W. Guille
	Name: A.W. Guille
	Title: Director

Page 22


AP V GmbH & Co. KG

For and on behalf of Apax Verwaltungsgesellschaft Beta GmbH as General Partner

By:		/s/ Joseph W. Braun
		Name: Joseph W. Braun
		Title: Managing Director

Apax Verwaltungsgesellschaft Beta GmbH

By:		/s/ Joseph W. Braun
		Name: Joseph W. Braun
		Title: Managing Director

Page 23

Astex Pharmaceuticals, Inc SC 13G/A