SEC Form 4 · accession 0001179110-15-010911
MADRIGAL PHARMACEUTICALS, INC. · MDGL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Keith R Gollust
Director
Period of report
Jul 1, 2015
Accepted (ET)
Jul 6, 2015 · 4:31 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 | Jul 1, 2015 | A | 22,727 | $0.00 | A | 374,493 | D | |
| Common StockF2 | Jul 1, 2015 | A | 13,636 | $0.00 | A | 388,129 | D | |
| Common StockF3 | Jul 1, 2015 | A | 4,545 | $0.00 | A | 392,674 | D | |
| Common StockF4 | Jul 1, 2015 | A | 4,545 | $0.00 | A | 397,219 | D | |
| Common StockF5 | Jul 1, 2015 | A | 4,545 | $0.00 | A | 401,764 | D | |
| Common StockF6 | holding | — | — | — | 3,173,383 | I | By Wyandanch Partners, L.P. | |
| Common Stock | holding | — | — | — | 175,000 | I | By Keith R. Gollust IRA |
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)F7 | $2.20 | Jul 1, 2015 | A | 20,000 | A | — | Jul 1, 2025 | Common Stock | 20,000 | 20,000 | D |
| Director Stock Option (Right to Buy)F8 | $2.20 | Jul 1, 2015 | A | 15,000 | A | — | Jul 1, 2025 | Common Stock | 15,000 | 15,000 | D |
Explanation of responses
- F1Represents 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.
- F2Represents 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 Chairman of the Board of Directors of the Issuer on such date.
- F3Represents 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 Chairman of the Nominating and Governance Committee of the Board of Directors of the Issuer on such date.
- F4Represents 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 Audit Committee of the Board of Directors of the Issuer on such date.
- F5Represents 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.
- F6The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, 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.
- F7The 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.
- F8The 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 Chairman of the Board of Directors of the Issuer on such date.