SEC Form 3 · accession 0001179110-16-027913

MADRIGAL PHARMACEUTICALS, INC. · MDGL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Shares issued relate to the exchange of shares of Madrigal Pharmaceuticals, Inc. (as a private company) for shares of Synta Pharmaceuticals Corp. per Synta's agreement to acquire Madrigal, dated April 13, 2016. After the completion of the Merger, Synta Pharmaceuticals Corp. changed its name to Madrigal Pharmaceuticals, Inc.
• F2Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management IV LLC, a Delaware limited liability company ("Management IV"), Bay City Capital Fund IV, L.P.,. a Delaware limited partnership ("Fund IV"), and Bay City Capital Fund IV Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment IV") are deemed to be a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934. Management IV is the general partner of Fund IV and Co-Investment IV and has sole voting and dispositive power with respect to the securities held by Fund IV and Co-Investment IV. BCC, the manager of Management IV, is also an advisor to Fund IV and Co-Investment IV and has sole voting and dispositive power with respect to the securities held by Fund IV and Co-Investment IV. Fred Craves, a Managing Director of BCC, is a member of the Issuer's Board of Directors.
• F3Represent securities held by Fund IV, including indirect interests of BCC and Management IV. BCC and Management IV each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.
• F4Represent securities held by Co-Investment IV, including indirect interests of BCC and Management IV. BCC and Management IV each disclaims beneficial ownership with respect to these securities, except to the extent of their pecuniary interest therein.