Page 9 of 12 – SEC Filing ITEM 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended by adding the following thereto: No change from the Schedule 13D/A filed on December 9, 2015. ITEM 4. Purpose of Transaction.
Item 4 is hereby amended and replaced by the following: Each of the shares of Common Stock of the Company that are indicated herein were acquired for investment purposes. Subject to the restrictions set forth in the Synta Voting Agreement (as described below in Item 6), based on a review of the investment, certain of the Reporting Persons may, in the open market or otherwise, dispose of, or cause to be disposed of, a material portion of Common Stock or other securities of the Company, or derivatives or other instruments related to the securities of the Company. Mr. Kovner currently serves as a Director of the Company. In that capacity, he participates in the ordinary course in Board of Directors’ related activities and may participate in the management of the Company. Scott Morenstein, an employee of Caxton Alternative Management LP, serves as a Director of the Company. Caxton Alternative Management LP is an affiliate of Caxton Corporation, which is a Reporting Person. On April 13, 2016, the Company, Saffron Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) and Madrigal Pharmaceuticals, Inc., a Delaware corporation (“Madrigal”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Madrigal, with Madrigal becoming a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). In connection with the Merger Agreement, certain of the Reporting Persons have entered into the Synta Voting Agreement, as described below in Item 6 and filed as Exhibit A to this Schedule 13D. Except as set forth in this Schedule 13D, none of the Reporting Persons has any plans or proposals that relate to any of the matters referred to in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D. Follow Madrigal Pharmaceuticals Inc. (NASDAQ:MDGL)
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| ITEM 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended by adding the following thereto:
No change from the Schedule 13D/A filed on December 9, 2015.
| ITEM 4. | Purpose of Transaction. |
Item 4 is hereby amended and replaced by the following:
Each of the shares of Common Stock of the Company that are indicated herein were acquired for investment purposes. Subject to the restrictions set forth in the Synta Voting Agreement (as described below in Item 6), based on a review of the investment, certain of the Reporting Persons may, in the open market or otherwise, dispose of, or cause to be disposed of, a material portion of Common Stock or other securities of the Company, or derivatives or other instruments related to the securities of the Company.
Mr. Kovner currently serves as a Director of the Company. In that capacity, he participates in the ordinary course in Board of Directors’ related activities and may participate in the management of the Company.
Scott Morenstein, an employee of Caxton Alternative Management LP, serves as a Director of the Company. Caxton Alternative Management LP is an affiliate of Caxton Corporation, which is a Reporting Person.
On April 13, 2016, the Company, Saffron Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) and Madrigal Pharmaceuticals, Inc., a Delaware corporation (“Madrigal”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Madrigal, with Madrigal becoming a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). In connection with the Merger Agreement, certain of the Reporting Persons have entered into the Synta Voting Agreement, as described below in Item 6 and filed as Exhibit A to this Schedule 13D.
Except as set forth in this Schedule 13D, none of the Reporting Persons has any plans or proposals that relate to any of the matters referred to in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D.
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