<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TRIANGLE PHARMACEUTICALS, INC.
------------------------------------------
(Name of Issuer)
Common Stock
-----------------------------------------
(Title of Class of Securities)
89589H 10 4
-----------------------------------------
(CUSIP NUMBER)
Linda E. Ransom, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3350
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 1, 1996
--------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ].
<PAGE>
<PAGE>
CUSIP No. 89589H 10 4
-----------
-----------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George McFadden
###-##-####
-----------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
-----------------------------------------------------------------
3. SEC Use Only
-----------------------------------------------------------------
4. Source of Funds (See Instructions)
OO
-----------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
-------
-----------------------------------------------------------------
6. Citizenship or Place of Organization
United States of America
-----------------------------------------------------------------
Number of 7. Sole Voting Power
Shares 700,000
------------------------
Beneficially 8. Shared Voting Power
Owned by 1,615,000
------------------------
Each Reporting 9. Sole Dispositive Power
Person With 700,000
------------------------
10. Shared Dispositive Power
1,615,000
------------------------
-----------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,315,000
-----------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
-------
-----------------------------------------------------------------
<PAGE>
13. Percent of Class Represented by Amount in Row (11)
13.4%
-----------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
IN
-----------------------------------------------------------------
<PAGE>
<PAGE>
Item 1. Security and Issuer.
------ -------------------
This statement on Schedule 13D relates to shares of
the Common Stock, par value $0.001 per share (the "Common
Stock"), of Triangle Pharmaceuticals, Inc., a Delaware
corporation ("Triangle"). The address of Triangle's
principal executive offices is 4 University Place, 4611
University Drive, Durham, North Carolina 27707.
Item 2. Identity and Background.
------ -----------------------
This statement on Schedule 13D is filed on behalf
of George McFadden. Mr. McFadden's principal occupation is
general partner of McFadden Brothers, the principal business
of which is investments. Mr. McFadden's business address,
and the address of the principal office of McFadden Brothers,
is 745 Fifth Avenue, Suite 1400, New York, New York 10151.
During the last five years, Mr. McFadden has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such 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. Mr. McFadden is a
citizen of the United States of America.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
------ -------------------------------------------------
The shares of the Common Stock of Triangle reported
herein as being directly held by Mr. McFadden were acquired
by him upon the automatic conversion of Series A and Series B
Preferred Stock of Triangle upon the initial public offering
of the Common Stock of Triangle on November 1, 1996 (the
"Initial Public Offering").
Item 4. Purpose of the Transaction.
------ --------------------------
The acquisition of shares of the Common Stock of
Triangle reported herein were made to acquire an equity
interest in Triangle as an investment. Mr. McFadden is a
director of Triangle. Therefore, he regularly consults with
the management of Triangle concerning the business and
affairs of Triangle and his equity interest therein. Mr.
McFadden may from time to time, depending upon market
conditions, the state of affairs of Triangle and of the
businesses in which it is engaged and other factors, acquire
additional shares of the Common Stock of Triangle, subject to
applicable laws and to the availability of shares at prices
deemed favorable by Mr. McFadden. Alternatively, Mr.
McFadden may dispose of shares of the Common Stock of
Triangle. Mr. McFadden will continue to consider his equity
interest in Triangle and reserves the right to formulate such
plans or proposals, and to take such action, as may seem
appropriate in the circumstances existing at any future date.
<PAGE>
Except as set forth above, Mr. McFadden has no
present plans or intentions which would result in or relate
to any of the transactions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) As of November 10, 1996, Mr. McFadden
beneficially owned 2,315,000 shares of the Common Stock of
Triangle, or approximately 13.4% of the 17,235,238
outstanding shares of Common Stock of Triangle, as reported
in the prospectus dated October 31, 1996 of Triangle to be
outstanding (assuming no exercise of outstanding options and
warrants) after completion of the Initial Public Offering to
which such prospectus relates. Other than the purchases of
shares of Common Stock of Triangle reported in Item 5(c)
hereof, all of the shares reported herein as being
beneficially owned by Mr. McFadden represent shares of Common
Stock of Triangle issued upon the automatic conversion of
Series A and Series B Preferred Stock of Triangle upon the
Initial Public Offering.
(b) Mr. McFadden has the sole power to vote or to
direct the vote of, and sole power to dispose of or direct
the disposition of, 700,000 shares of the Common Stock of
Triangle; 400,000 of such shares are held by Mr. McFadden
directly, 200,000 of such shares are held by McFadden
Securities, L.P. and 100,000 of such shares are held by
<PAGE>
McFadden Brothers. Mr. McFadden is general partner of each
of McFadden Securities, L.P. and McFadden Brothers.
Mr. McFadden shares the power to vote or direct the
vote of, or the power to dispose or direct the deposition of,
a further 1,615,000 shares of the Common Stock of Triangle,
as follows. Mr. McFadden serves as co-trustee of a trust
under the will of Alexander B. McFadden, deceased, which
holds 600,000 shares, and as co-trustee of the Revised
Retirement Plan for Employees of Chemical Leaman Corporation
and Affiliated Corporations (the "Chemical Leaman Corporation
Retirement Plan"), which holds 100,000 shares. Mr.
McFadden's wife, Carol O. McFadden, holds 85,000 shares
individually, 35,000 shares as trustee under a trust dated
March 4, 1983 for the benefit of Georgiana Elizabeth Moreton,
and 35,000 shares as trustee under a trust dated March 11,
1986 for the benefit of Piers Ivor P. Moreton. Mr. McFadden
holds powers of attorney with respect to 425,000 shares held
by his brother John McFadden, 90,000 shares held by his
former wife Lesley Taylor, 75,000 shares held by his former
wife Lesley Taylor as custodian for Elizabeth Cutting
McFadden until age twenty-one under the New York Uniform
Gifts to Minors Act, and 170,000 shares held by David R.
Hamilton as trustee under a trust dated November 6, 1995 for
the benefit of Wilhelmina Josephine McFadden. Information
with respect to the foregoing persons is set forth in
Appendix I hereto.
<PAGE>
Mr. McFadden disclaims beneficial ownership of all
shares of Common Stock of Triangle reported herein other than
those which he owns directly and other than certain of the
shares held by McFadden Securities, L.P., McFadden Brothers
and the trust under the will of Alexander B. McFadden,
deceased, representing Mr. McFadden's individual interest in
such entities.
(c) Within the last sixty days, Mr. McFadden
became the beneficial owner of the following shares of Common
Stock of Triangle, which were purchased for $10.00 per share
by the following persons in the Initial Public Offering on
November 1, 1996:
McFadden Securities, L.P. 200,000 shares
Carol O. McFadden, trustee under
trust dated March 4, 1983 for
the benefit of Georgiana
Elizabeth Moreton 25,000 shares
Carol O. McFadden, trustee under
trust dated March 11, 1986 for
the benefit of Piers Ivor
P. Moreton 25,000 shares
George McFadden, Alexander
Cushing and Mellon Bank
Corporation, trustees
of the trust under the
will of Alexander B.
McFadden, deceased 12,000 shares
Carol O. McFadden 5,000 shares
John McFadden 25,000 shares
Chemical Leaman Corporation
Retirement Plan 20,000 shares
<PAGE>
In addition, on November 1, 1996, the Chemical Leaman
Corporation Retirement Plan purchased 80,000 shares of the
Common Stock of Triangle at a purchase price per share of
$10.9375 per share in an ordinary brokerage transaction
effected on NASDAQ.
(d) No person other than Mr. McFadden has the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares
of Common Stock of Triangle disclosed in Item 5(a) hereof,
except as described in Item 5(b) hereof.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
------ ------------------------------------------
Relationships with Respect to Securities of the
-----------------------------------------------
Issuer.
------
There are no contracts, arrangements, under-
standings or relationships (legal or otherwise) between
Mr. McFadden and any other person with respect to any of the
securities of Triangle, including, but not limited to, any
contract, arrangement, understanding or relationship relating
to the transfer or voting of any of such securities, finder's
fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits.
------ --------------------------------
Not Applicable.
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: November 12, 1996
/s/ George McFadden
-----------------------
George McFadden
<PAGE>
<PAGE>
APPENDIX I
Set forth below is information with respect to the
persons with whom Mr. McFadden shares the power to vote or
direct the vote of, or the power to dispose of or direct the
deposition of, certain shares of the Common Stock of
Triangle. All of the natural persons listed below are
citizens of the United States of America. To the best
knowledge of Mr. McFadden, during the last five years none of
the persons listed below has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors), or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and
as a result of such 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.
<TABLE>
<CAPTION>
NAME
<S> <C>
Mellon Bank Corporation, Organized in the Commonwealth
co-trustee under the will of of Pennsylvania
Alexander B. McFadden, 1735 Market Street
deceased Philadelphia, Pennsylvania 19101
(Banking)
Alexander Cushing, Chairman
co-trustee under the will of Squaw Valley Corp.
Alexander B. McFadden, 1960 Squaw Valley Road
deceased Olympic Valley, California 96146
(Recreational facilities)
David Boucher, Vice President and Chief
co-trustee of the Financial Officer
Chemical Leaman Corporation Chemical Leaman Corporation
Retirement Plan 102 Pickering Way
Exton, Pennsylvania 19341
(Trucking)
Gene Parkerson, Executive Vice President
co-trustee of the Chemical Leaman Corporation
Chemical Leaman Corporation 102 Pickering Way
Retirement Plan Exton, Pennsylvania 19341
(Trucking)
<PAGE>
Carol O. McFadden Homemaker
John H. McFadden Partner
McFadden, Pilkington & Ward
City Tower
40 Bafinghall Street
London, England EC2V5DE
(Law firm)
Lesley Taylor Homemaker
David R. Hamilton President and CEO
Chemical Leaman Corporation
102 Pickering Way
Exton, Pennsylvania 19341
(Trucking)
</TABLE>
