MADRIGAL PHARMACEUTICALS, INC. — Director's Dealing 2012

Jul 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYNTA PHARMACEUTICALS CORP (SNTA)
CIK: 0001157601
Period of Report: 2012-06-29

Reporting Person: Kovner Bruce (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-29	Common Stock	P	910000	$5.4498	Acquired	6816048	Direct
2012-06-29	Common Stock	G	1900000	—	Disposed	4916048	Direct
2012-06-29	Common Stock	G	475000	—	Acquired	475000	Indirect
2012-06-29	Common Stock	G	475000	—	Acquired	475000	Indirect
2012-06-29	Common Stock	G	475000	—	Acquired	475000	Indirect
2012-06-29	Common Stock	G	475000	—	Acquired	475000	Indirect
2012-07-01	Common Stock	A	7312	—	Acquired	4923360	Direct
2012-07-01	Common Stock	A	914	—	Acquired	4924274	Direct
2012-07-01	Common Stock	A	914	—	Acquired	4925188	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-01	Director Stock Option (Right to Buy)	$5.47	A	10000	Acquired	2022-07-01	Common Stock (10000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	125000	Indirect
Common Stock	125000	Indirect
Common Stock	125000	Indirect
Common Stock	125000	Indirect
Common Stock	7761716	Indirect
Common Stock	125000	Indirect
Common Stock	125000	Indirect
Common Stock	125000	Indirect
Common Stock	125000	Indirect
Common Stock	475000	Indirect
Common Stock	475000	Indirect
Common Stock	475000	Indirect
Common Stock	475000	Indirect
Common Stock	7761716	Indirect

Footnotes

F1: The shares were purchased in multiple transactions at prices ranging from $4.96 to $5.64 per share. The price reported above is the weighted average purchase 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 purchased at each separate price within the range set forth above.

F2: The name of the trust reported above corrects a typographical error contained in the name of the trust reported in the Reporting Person's Form 4 filed on January 10, 2012.

F3: These shares are owned directly by CxSynta LLC and indirectly by the Reporting Person as sole shareholder of Caxton Corporation, the managing member of CxSynta LLC. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F4: Represents a restricted stock grant subject to the Issuer's lapsing forfeiture right, which lapses as to 25% of the shares on each of September 30, 2012, December 31, 2012, March 31, 2013 and June 30, 2013, provided the Reporting Person continues to serve as a director of the Issuer on such date.

F5: Represents a restricted stock grant subject to the Issuer's lapsing forfeiture right, which lapses as to 25% of the shares on each of September 30, 2012, December 31, 2012, March 31, 2013 and June 30, 2013, provided the Reporting Person continues to serve as a member of the Compensation Committee of the Board of Directors of the Issuer on such date.

F6: Represents a restricted stock grant subject to the Issuer's lapsing forfeiture right, which lapses as to 25% of the shares on each of September 30, 2012, December 31, 2012, March 31, 2013 and June 30, 2013, provided the Reporting Person continues to serve as a member of the Nominating and Governance Committee of the Board of Directors of the Issuer on such date.

F7: The option vests as to 25% of the shares on each of September 30, 2012, December 31, 2012, March 31, 2013 and June 30, 2013, provided the Reporting Person continues to serve as a director of the Issuer on such date.