SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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 ^*
BAY CITY CAPITAL LLC

(Last) | (First) | (Middle)
750 BATTERY STREET, SUITE 400

(Street)
SAN FRANCISCO | CA | 94111

(City) | (State) | (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2016

3. Issuer Name and Ticker or Trading Symbol
SYNTA PHARMACEUTICALS CORP [ MDGL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X | Director | X | 10% Owner
| Officer (give title below) | | Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
| Form filed by One Reporting Person
X | Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock | 5,538,474^(1) | I | Bay City Capital Fund IV, L.P. ("Fund IV") ^(2)(3)
Common Stock | 119,380^(1) | I | Bay City Capital Fund IV Co-Investment Fund, L.P. ("Co-Investment) ^(2)(4)

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |

1. Name and Address of Reporting Person^*
BAY CITY CAPITAL LLC

(Last) | (First) | (Middle)
750 BATTERY STREET, SUITE 400

(Street)
SAN FRANCISCO | CA | 94111

(City) | (State) | (Zip)

1. Name and Address of Reporting Person^*
Bay City Capital Management IV LLC

(Last) | (First) | (Middle)
750 BATTERY STREET, SUITE 400

(Street)
SAN FRANCISCO | CA | 94111

(City) | (State) | (Zip)

1. Name and Address of Reporting Person^*
Bay City Capital Fund IV, L.P.

(Last) | (First) | (Middle)
750 BATTERY STREET, SUITE 400

(Street)
SAN FRANCISCO | CA | 94111

(City) | (State) | (Zip)

1. Name and Address of Reporting Person^*
BAY CITY CAPITAL FUND IV CO INVESMENT FUND LP

(Last) | (First) | (Middle)
750 BATTERY STREET, SUITE 400

(Street)
SAN FRANCISCO | CA | 94111

(City) | (State) | (Zip)

Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
| Bay City Capital LLC, a Delaware limited liability company, By: /s/ Fred Craves, Managing Director | 07/26/2016
| Bay City Capital Management IV LLC, a Delaware limited liability company, by Bay City Capital LLC, its Manager, By: /s/ Fred Craves, Managing Director | 07/26/2016
| 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 | 07/26/2016
| 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 | 07/26/2016
| ** Signature of Reporting Person | Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** 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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