SEC Form 4 · accession 0000919574-15-005180
MADRIGAL PHARMACEUTICALS, INC. · MDGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce Kovner
Director · 10% Owner
Period of report
Jun 30, 2015
Accepted (ET)
Jul 2, 2015 · 1:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001157601
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 30, 2015 | J | 2,279,146 | — | A | 2,279,146 | I | By wife |
| Common StockF1 | Jun 30, 2015 | J | 250,000 | — | D | 0 | I | By Kovner 2011 Family Trust |
| Common StockF1 | Jun 30, 2015 | J | 125,000 | — | D | 0 | I | By Kovner 2011-C Investment Trust |
| Common StockF1 | Jun 30, 2015 | J | 125,000 | — | D | 0 | I | By Kovner 2011-D Investment Trust |
| Common StockF1 | Jun 30, 2015 | J | 475,000 | — | D | 0 | I | By Kovner 2012 Family Trust A |
| Common StockF1 | Jun 30, 2015 | J | 475,000 | — | D | 0 | I | By Kovner 2012-B Synta Investment Trust |
| Common StockF1 | Jun 30, 2015 | J | 475,000 | — | D | 0 | I | By Kovner 2012-C Synta Investment Trust |
| Common StockF1 | Jun 30, 2015 | J | 354,146 | — | D | 120,854 | I | By Kovner 2012-D Synta Investment Trust |
| Common StockF6 | Jul 1, 2015 | A | 22,727 | — | A | 3,083,587 | D | |
| Common StockF7 | Jul 1, 2015 | A | 4,545 | — | A | 3,088,132 | D | |
| Common StockF8 | Jul 1, 2015 | A | 4,545 | — | A | 3,092,677 | D | |
| Common StockF3 | holding | — | — | — | 15,278,610 | I | By KFO Holdings LLC | |
| Common StockF4 | holding | — | — | — | 5,460,000 | I | By OB Select Opportunities, LLC | |
| Common StockF5 | holding | — | — | — | 7,761,716 | I | By CxSynta LLC | |
| Common Stock | holding | — | — | — | 3,100,000 | I | By Kovner 2012 Family Trust B |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Director Stock Option (Right to Buy)F9 | $2.20 | Jul 1, 2015 | A | 20,000 | A | — | Jul 1, 2025 | Common Stock | 20,000 | 20,000 | D |
Explanation of responses
- F1Reflects the transfer of a total of 2,279,146 shares from the Kovner 2011 Family Trust, Kovner 2011-C Investment Trust, Kovner 2011-D Investment Trust, Kovner 2012 Family Trust A, Kovner 2012-B Synta Investment Trust, Kovner 2012-C Synta Investment Trust, and Kovner 2012-D Synta Investment Trust to the wife of the Reporting Person.
- F2These securities are owned by the wife of the Reporting Person.
- F3These shares are owned directly by KFO Holdings LLC ("KFO") and indirectly by the Reporting Person as chairman and sole shareholder of Caxton Corporation, the manager of KFO. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F4These shares are owned directly by OB Select Opportunities, LLC and indirectly by the Reporting Person as chairman and sole shareholder of Caxton Corporation, the manager of OB Select Opportunities, LLC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F5These shares are owned directly by CxSynta LLC and indirectly by the Reporting Person as chairman and sole shareholder of Caxton Corporation, the managing member of CxSynta LLC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F6Represents a restricted stock grant subject to the Issuer's lapsing forfeiture right, which lapses as to 25% of the shares on each of September 30, 2015, December 31, 2015, March 31, 2016 and June 30, 2016, provided the Reporting Person continues to serve as a director of the Issuer on such date.
- F7Represents a restricted stock grant subject to the Issuer's lapsing forfeiture right, which lapses as to 25% of the shares on each of September 30, 2015, December 31, 2015, March 31, 2016 and June 30, 2016, provided the Reporting Person continues to serve as a member of the Compensation Committee of the Board of Directors of the Issuer on such date.
- F8Represents a restricted stock grant subject to the Issuer's lapsing forfeiture right, which lapses as to 25% of the shares on each of September 30, 2015, December 31, 2015, March 31, 2016 and June 30, 2016, provided the Reporting Person continues to serve as a member of the Nominating and Governance Committee of the Board of Directors of the Issuer on such date.
- F9The option vests as to 25% of the shares on each of September 30, 2015, December 31, 2015, March 31, 2016 and June 30, 2016, provided the Reporting Person continues to serve as a director of the Issuer on such date.