EXPLANATORY NOTE
This Amendment No. 1 to Statement on Schedule 13D (this Amendment) amends the Statement on Schedule 13D filed by the Reporting Person named
herein on August 1, 2016 (the Original Schedule 13D). Due to an error by former outside counsel concerning submission codes, the Original Schedule 13D was inadvertently filed by such counsel under the EDGAR central index key
(CIK) of 0001673226 for Madrigal Pharmaceuticals, Inc., a company (Private Madrigal) which did not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the 1934
Act). Private Madrigal was a party to the 2016 business combination involving Issuer, as described in Item 3. This Amendment is being filed using the correct Issuer EDGAR code (CIK 0001157601), and both restates and updates the
information in the Original Schedule 13D.
Item 1. Security and Issuer.
This Amendment relates to the shares of common stock, par value $0.0001 per share, of Madrigal Pharmaceuticals, Inc., a Delaware corporation with a class of
securities registered under Section 12 of the 1934 Act (the Issuer). The principal executive offices of the Issuer are located at 200 Barr Harbor Drive, Suite 200, West Conshohocken, Pennsylvania, 19428.
Item 2. Identity and Background.
(a)
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This Amendment is being filed by Paul A. Friedman, M.D.
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(b)
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The business address of Dr. Friedman is c/o Madrigal Pharmaceuticals, Inc., 200 Barr Harbor Drive, Suite
200, West Conshohocken, Pennsylvania, 19428.
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(c)
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The present principal occupation of Dr. Friedman is Chairman of the Board and Chief Executive Officer of
Madrigal Pharmaceuticals, Inc.
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(d)
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Dr. Friedman has not during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
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(e)
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Dr. Friedman has not during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities
laws or finding any violation with respect to such laws.
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(f)
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Dr. Friedman is a United States citizen.
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Item 3. Source and Amount of Funds or Other Consideration
On July 22, 2016, the Issuer, formerly known as Synta Pharmaceuticals Corp. (Synta) completed its business combination with Private Madrigal,
in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of April 13, 2016 (the Merger Agreement), by and among Synta, Saffron Merger Sub, Inc. (Merger Sub) and Private Madrigal,
pursuant to which Merger Sub merged with and into Private Madrigal, with Private Madrigal surviving as a wholly-owned subsidiary of Synta/the Issuer (the Merger). Also on July 22, 2016, in connection with, and prior to completion
of, the Merger, Synta effected a 1-for-35 reverse stock split of its common stock (the Reverse Stock Split) and, following the Merger, changed its name from
Synta Pharmaceuticals Corp. to Madrigal Pharmaceuticals, Inc.
Of the 1,166,595 shares of common stock of the Issuer that are the subject of
this Amendment, 511,055 shares are beneficially owned by and held in the name of Paul A. Friedman, M.D., and which were acquired as set forth below.
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The Issuer granted Dr. Friedman 153,128 shares on July 22, 2016, pursuant to restricted stock awards
issued to Dr. Friedman as compensation for his commencement of service as Chairman and Chief Executive Officer of the Issuer.
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Also on July 22, 2016, the Issuer granted Dr. Friedman options to purchase an aggregate of 306,256
shares, all of which options are currently exercisable as of October 11, 2019, with an exercise price of $9.45 per share, and were granted as compensation for commencement of his service as Chairman and Chief Executive Officer of the Issuer.
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