MADRIGAL PHARMACEUTICALS, INC. — Director's Dealing 2011

Mar 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNTA PHARMACEUTICALS CORP (SNTA)
CIK: 0001157601
Period of Report: 2011-03-01

Reporting Person: Ehrlich Keith S (VP, Fin. and Admin., CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-01	Common Stock	S	2537	$5.505	Disposed	17573	Direct
2011-03-01	Common Stock	A	4397	—	Acquired	21970	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-01	Employee Stock Option (Right to Buy)	$5.26	A	41891	Acquired	2021-03-01	Common Stock (41891)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 15, 2010, and were made to fund certain out-of-pocket tax withholding liabilities associated with the vesting of restricted stock granted on March 1, 2010.

F2: The shares were sold in multiple transactions at prices ranging from $5.50 to $5.53 per share. The price reported above is the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the staff of the SEC, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Represents a restricted stock grant subject to the Issuer's lapsing forfeiture right, which lapses as to 100% of the shares on March 1, 2012, provided the Reporting Person remains employed by the Issuer on such date.

F4: The option vests as to 25% of the shares on March 1, 2012 and as to an additional 6.25% of the shares on the last day of each successive three-month period thereafter.