Initial Statement of Beneficial Ownership (3)
July 26 2016 - 5:20PM
Edgar (US Regulatory)
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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BAY CITY CAPITAL LLC
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2. Date of Event Requiring Statement (MM/DD/YYYY)
7/22/2016
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3. Issuer Name
and
Ticker or Trading Symbol
SYNTA PHARMACEUTICALS CORP [MDGL]
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(Last)
(First)
(Middle)
750 BATTERY STREET, SUITE 400
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
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X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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5538474
(1)
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I
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Bay City Capital Fund IV, L.P. ("Fund IV")
(2)
(3)
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Common Stock
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119380
(1)
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I
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Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment)
(2)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Shares 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.
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(
2)
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Bay 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.
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(
3)
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Represent 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.
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(
4)
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Represent 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111
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X
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X
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Bay City Capital Management IV LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111
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X
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X
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Bay City Capital Fund IV, L.P.
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111
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X
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X
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BAY CITY CAPITAL FUND IV CO INVESMENT FUND LP
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111
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X
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X
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Signatures
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Bay City Capital LLC, a Delaware limited liability company, By: /s/ Fred Craves, Managing Director
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7/26/2016
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**
Signature of Reporting Person
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Date
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Bay City Capital Management IV LLC, a Delaware limited liability company, by Bay City Capital LLC, its Manager, By: /s/ Fred Craves, Managing Director
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7/26/2016
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**
Signature of Reporting Person
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Date
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Bay City Capital Fund IV, L.P., a Delaware limited partnership, by Bay City Capital Management IV LLC, its General Partner, by Bay City Capital LLC, its Manager, By: /s/ Fred Craves, Managing Director
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7/26/2016
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Signature of Reporting Person
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Date
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Bay City Capital Fund IV Co-Investment Fund, L.P., a Delaware limited partnership, by Bay City Capital Management IV LLC, its General Partner, by Bay City Capital LLC, its Manager, By: /s/ Fred Craves, Managing Director
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7/26/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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