MDVN Medivation, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 3)

MEDIVATION, INC.

(Name of Subject Company)

MEDIVATION, INC.

(Name of Person Filing Statement)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

58501N101

(CUSIP Number of Class of Securities)

Andrew Powell

General Counsel and Corporate Secretary

Medivation, Inc.

525 Market Street, 36 ^th Floor

San Francisco, California 94105

(415) 543-3470

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person Filing Statement)

With copies to:

This Amendment No. 3 to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed by Medivation, Inc., a Delaware corporation (“Medivation”), with the Securities and Exchange Commission on August 30, 2016 (the “Schedule 14D-9”), relating to the offer by Montreal, Inc., a Delaware corporation (“Purchaser”) and wholly-owned subsidiary of Pfizer Inc., a Delaware corporation (“Parent”, or “Pfizer”), to purchase all of the outstanding shares of Medivation’s common stock, par value $0.01 per share (the “Shares”), at a purchase price of $81.50 per Share, net to the seller in cash, without interest, subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 30, 2016, and the related Letter of Transmittal, each of which may be amended or supplemented from time to time.

Item 3. Past Contacts, Transactions, Negotiations and Agreements.

Item 3 of the Schedule 14D-9 is hereby amended by adding the following words immediately before the period at the end of the first paragraph under the heading “ Confidentiality Agreement ” on page 15 of the Schedule 14D-9: “(the termination provision comprised of clauses i, ii and iii above, the “Fall-Away Provision”)”.

Item 4. The Solicitation or Recommendation.

Item 4 of the Schedule 14D-9 is hereby amended by adding the words “, which included a six-month standstill provision with a fall-away provision identical to the Fall-Away Provision as defined under the heading “ Confidentiality Agreement ” under Item 3 on page 15 of the Schedule 14D-9,” in each of the following places under the heading “ Background of Offer and Merger ” of the Schedule 14D-9:

Item 4 of the Schedule 14D-9 under the subheading “ Opinion of J.P. Morgan ” under the heading “ Opinions of Financial Advisors ” is hereby amended and restated as follows:

“Results of the analysis were presented for Medivation and the selected companies as indicated in the following table:

Companies which had an EBITDA multiple of greater than 50.0x or less than 0.0x were excluded as outliers and are denoted in this section as “ NM ”).”

“The transactions and the resulting Two-Year Forward FV / Revenue multiples considered were as follows:”

Item 4 of the Schedule 14D-9 under the subheading “ Opinion of Evercore ” under the heading “ Opinions of Financial Advisors ” is hereby amended and restated as follows:

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 14, 2016

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