Page 10 of 12 – SEC Filing ITEM 5. Interest in Securities of the Issuer.
Subparagraph (a), (b) and (c) of Item 5 of the Schedule 13D is hereby amended and replaced by the following: (a) (i) Caxton Corporation is the Manager KFO Holdings LLC and OB Select Opportunities, LLC and as such, has voting and dispositive power with respect to the 11,399,464 shares beneficially owned by KFO Holdings LLC and the 600,548 shares beneficially owned by OB Select Opportunities, LLC, and may be deemed to have voting and dispositive power with respect to the 57,857 shares (which includes options thereon) owned by an employee of an affiliate of Caxton Corporation. As a result, Caxton Corporation may be deemed to beneficially own 12,057,869 shares of Common Stock, representing approximately 8.7% of the 137,806,441 shares of Common Stock reported to be outstanding in the Company’s 10-K as of March 10, 2016. Except as otherwise noted, the percentages used herein and in the rest of this Amendment No. 21 are calculated based upon such number of outstanding shares. Caxton Corporation disclaims beneficial ownership of the shares of Common Stock owned directly by KFO Holdings LLC, OB Select Opportunities, LLC, and an employee of an affiliate of Caxton Corporation, except to the extent of its pecuniary interest therein. (ii) Kovner 2012 Family Trust B beneficially owns 340,970 shares of Common Stock, representing approximately 0.2% of the total shares of Common Stock issued and outstanding. Mr. Kovner may be deemed to indirectly have voting and dispositive power with respect to such 340,970 shares. As a result, Mr. Kovner may be deemed to beneficially own 340,970 shares of Common Stock, representing approximately 0.2% of the total shares of Common Stock issued and outstanding. (iii) Kovner 2015-A Investment Trust beneficially owns 4,000,000 shares of Common Stock, representing approximately 2.9% of the total shares of Common Stock issued and outstanding. Mr. Kovner may be deemed to indirectly have voting and dispositive power with respect to such 4,000,000 shares. As a result, Mr. Kovner may be deemed to beneficially own 4,000,000 shares of Common Stock, representing approximately 2.9% of the total shares of Common Stock issued and outstanding. (iv) OB Select Opportunities, LLC directly owns of 600,548 shares of Common Stock, representing approximately 0.4% of the total shares of Common Stock issued and outstanding. Mr. Kovner may be deemed to indirectly have voting and dispositive power with respect to such 600,548 shares. As a result, Mr. Kovner may be deemed to beneficially own 600,548 shares of Common Stock, representing approximately 0.4% of the total shares of Common Stock issued and outstanding. (v) KFO Holdings LLC beneficially owns of 11,399,464 shares of Common Stock, representing approximately 8.3% of the total shares of Common Stock issued and outstanding. Mr. Kovner may be deemed to indirectly have voting and dispositive power with respect to such 11,399,464 shares. As a result, Mr. Kovner may be deemed to beneficially own 11,399,464 shares of Common Stock, representing approximately 8.3% of the total shares of Common Stock issued and outstanding. (vi) Mr. Kovner has sole beneficial ownership of 5,443,823 shares of Common Stock, which includes options to purchase 72,000 shares of Common Stock upon the exercise of such options and 2,279,146 shares of Common Stock held by Mr. Kovner’s spouse and her estate planning vehicles. Mr. Kovner may be deemed to be the beneficial owner of the Common Stock held by his spouse. In addition, Mr. Kovner is the Chairman and sole shareholder of Caxton Corporation, the Manager of KFO Holdings LLC and OB Select Opportunities, LLC and as a result may be deemed to beneficially own 12,057,869 securities of the Company owned by KFO Holdings LLC, OB Select Opportunities, LLC and an employee of an affiliate of Caxton Corporation. Mr. Kovner may be deemed to indirectly have voting and dispositive power with respect to each of the following trusts and, as a result, may be deemed to beneficially own the 4,340,970 securities of the Company owned by such trusts, in aggregate: Kovner 2012 Family Trust B and Kovner 2015-A Investment Trust. As a result of the foregoing, Mr. Kovner may be deemed to beneficially own an aggregate of 21,842,662 shares of Common Stock, representing approximately 15.8% of the 137,878,4411 total shares of Common Stock deemed issued and outstanding. Mr. Kovner disclaims beneficial ownership of the shares of Common Stock owned directly by KFO Holdings LLC, OB Select Opportunities, LLC and an employee of an affiliate of Caxton Corporation, except to the extent of his pecuniary interest therein. Mr. Kovner also disclaims beneficial ownership of the shares of Common Stock directly owned by each of the aforementioned trusts. (b) Caxton Corporation and Mr. Kovner, as Chairman and sole shareholder of Caxton Corporation, the Manager of KFO Holdings LLC and OB Select Opportunities, LLC, may be deemed to share voting and dispositive power over 11,399,464 shares of Common Stock owned directly by KFO Holdings LLC, 600,548 shares of Common Stock owned directly by OB Select Opportunities, LLC, and 57,857 shares (which includes options thereon) owned directly by an employee of an affiliate of Caxton Corporation. Mr. Kovner may be deemed to share voting and dispositive power with respect to the aggregate 4,340,970 shares of Common Stock held by the following trusts: Kovner 2012 Family Trust B and Kovner 2015-A Investment Trust. In addition, Mr. Kovner has sole voting and dispositive power with respect to the 5,443,823 shares of Common Stock (which includes the options thereon) that he directly beneficially owns or indirectly owns through his spouse. (c) There have been no transactions in the shares of Common Stock by the Reporting Persons in the past 60 days. Except as reported in this statement on Schedule 13D, the Reporting Persons are not believed to have engaged in any other transactions in the Company’s securities since the most recent filing of Schedule 13D. Follow Madrigal Pharmaceuticals Inc. (NASDAQ:MDGL)
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| ITEM 5. | Interest in Securities of the Issuer. |
Subparagraph (a), (b) and (c) of Item 5 of the Schedule 13D is hereby amended and replaced by the following:
(a) (i) Caxton Corporation is the Manager KFO Holdings LLC and OB Select Opportunities, LLC and as such, has voting and dispositive power with respect to the 11,399,464 shares beneficially owned by KFO Holdings LLC and the 600,548 shares beneficially owned by OB Select Opportunities, LLC, and may be deemed to have voting and dispositive power with respect to the 57,857 shares (which includes options thereon) owned by an employee of an affiliate of Caxton Corporation. As a result, Caxton Corporation may be deemed to beneficially own 12,057,869 shares of Common Stock, representing approximately 8.7% of the 137,806,441 shares of Common Stock reported to be outstanding in the Company’s 10-K as of March 10, 2016. Except as otherwise noted, the percentages used herein and in the rest of this Amendment No. 21 are calculated based upon such number of outstanding shares.
Caxton Corporation disclaims beneficial ownership of the shares of Common Stock owned directly by KFO Holdings LLC, OB Select Opportunities, LLC, and an employee of an affiliate of Caxton Corporation, except to the extent of its pecuniary interest therein.
(ii) Kovner 2012 Family Trust B beneficially owns 340,970 shares of Common Stock, representing approximately 0.2% of the total shares of Common Stock issued and outstanding. Mr. Kovner may be deemed to indirectly have voting and dispositive power with respect to such 340,970 shares. As a result, Mr. Kovner may be deemed to beneficially own 340,970 shares of Common Stock, representing approximately 0.2% of the total shares of Common Stock issued and outstanding.
(iii) Kovner 2015-A Investment Trust beneficially owns 4,000,000 shares of Common Stock, representing approximately 2.9% of the total shares of Common Stock issued and outstanding. Mr. Kovner may be deemed to indirectly have voting and dispositive power with respect to such 4,000,000 shares. As a result, Mr. Kovner may be deemed to beneficially own 4,000,000 shares of Common Stock, representing approximately 2.9% of the total shares of Common Stock issued and outstanding.
(iv) OB Select Opportunities, LLC directly owns of 600,548 shares of Common Stock, representing approximately 0.4% of the total shares of Common Stock issued and outstanding. Mr. Kovner may be deemed to indirectly have voting and dispositive power with respect to such 600,548 shares. As a result, Mr. Kovner may be deemed to beneficially own 600,548 shares of Common Stock, representing approximately 0.4% of the total shares of Common Stock issued and outstanding.
(v) KFO Holdings LLC beneficially owns of 11,399,464 shares of Common Stock, representing approximately 8.3% of the total shares of Common Stock issued and outstanding. Mr. Kovner may be deemed to indirectly have voting and dispositive power with respect to such 11,399,464 shares. As a result, Mr. Kovner may be deemed to beneficially own 11,399,464 shares of Common Stock, representing approximately 8.3% of the total shares of Common Stock issued and outstanding.
(vi) Mr. Kovner has sole beneficial ownership of 5,443,823 shares of Common Stock, which includes options to purchase 72,000 shares of Common Stock upon the exercise of such options and 2,279,146 shares of Common Stock held by Mr. Kovner’s spouse and her estate planning vehicles. Mr. Kovner may be deemed to be the beneficial owner of the Common Stock held by his spouse. In addition, Mr. Kovner is the Chairman and sole shareholder of Caxton Corporation, the Manager of KFO Holdings LLC and OB Select Opportunities, LLC and as a result may be deemed to beneficially own 12,057,869 securities of the Company owned by KFO Holdings LLC, OB Select Opportunities, LLC and an employee of an affiliate of Caxton Corporation. Mr. Kovner may be deemed to indirectly have voting and dispositive power with respect to each of the following trusts and, as a result, may be deemed to beneficially own the 4,340,970 securities of the Company owned by such trusts, in aggregate: Kovner 2012 Family Trust B and Kovner 2015-A Investment Trust.
As a result of the foregoing, Mr. Kovner may be deemed to beneficially own an aggregate of 21,842,662 shares of Common Stock, representing approximately 15.8% of the 137,878,4411 total shares of Common Stock deemed issued and outstanding.
Mr. Kovner disclaims beneficial ownership of the shares of Common Stock owned directly by KFO Holdings LLC, OB Select Opportunities, LLC and an employee of an affiliate of Caxton Corporation, except to the extent of his pecuniary interest therein. Mr. Kovner also disclaims beneficial ownership of the shares of Common Stock directly owned by each of the aforementioned trusts.
(b) Caxton Corporation and Mr. Kovner, as Chairman and sole shareholder of Caxton Corporation, the Manager of KFO Holdings LLC and OB Select Opportunities, LLC, may be deemed to share voting and dispositive power over 11,399,464 shares of Common Stock owned directly by KFO Holdings LLC, 600,548 shares of Common Stock owned directly by OB Select Opportunities, LLC, and 57,857 shares (which includes options thereon) owned directly by an employee of an affiliate of Caxton Corporation. Mr. Kovner may be deemed to share voting and dispositive power with respect to the aggregate 4,340,970 shares of Common Stock held by the following trusts: Kovner 2012 Family Trust B and Kovner 2015-A Investment Trust. In addition, Mr. Kovner has sole voting and dispositive power with respect to the 5,443,823 shares of Common Stock (which includes the options thereon) that he directly beneficially owns or indirectly owns through his spouse.
(c) There have been no transactions in the shares of Common Stock by the Reporting Persons in the past 60 days.
Except as reported in this statement on Schedule 13D, the Reporting Persons are not believed to have engaged in any other transactions in the Company’s securities since the most recent filing of Schedule 13D.
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