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 *
  Griffin Patrick
 2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2015		 3. Issuer Name and Ticker or Trading Symbol
SYNERGY PHARMACEUTICALS, INC. [SGYP]
(Last)
(First)
(Middle)
C/O SYNERGY PHARMACEUTICALS, INC.,, 420 LEXINGTON AVENUE, SUITE 2012		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec VP&Chief Medical Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10170		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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
Stock Options 05/24/2013(1) 05/24/2023 Common Stock 300,000 $ 5.16 D  
Stock Options 07/12/2013(2) 07/12/2023 Common Stock 50,000 $ 4.4 D  
Stock Options 06/10/2014(3) 06/10/2024 Common Stock 100,000 $ 4.24 D  
Stock Options 12/06/2014(4) 12/06/2024 Common Stock 175,000 $ 2.98 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Griffin Patrick
C/O SYNERGY PHARMACEUTICALS, INC.,
420 LEXINGTON AVENUE, SUITE 2012
NEW YORK, NY 10170		       Exec VP&Chief Medical Officer  

Signatures

/s/ Patrick Griffin 03/03/2015
**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) The Stock Options vest in accordance with the following schedule: 100,000 on each of the first, second and third anniversary of the date of issuance.
(2) The Stock Options vest in accordance with the following schedule: 16,667 of the stock options vest on the first anniversary of the date of issuance and 16,666 vests on each of the second and third anniversary of the date of issuance.
(3) The Stock Options vest in accordance with the following schedule: 33,333 of the stock options vest on each of the first and second anniversary of the date of issuance and 33,334 vests on the third anniversary of the date of issuance.
(4) The Stock Options vest in accordance with the following schedule: 58,333 of the stock options vest on each of the first and second anniversary of the date of issuance and 58,334 vests on the third anniversary of the date of issuance.

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