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Filing Details

Accession Number:: 0001209191-23-058691
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2023-12-14 18:09:05
Reporting Period:: 2023-12-12

Accepted Time:: 2023-12-14 18:09:05
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1157601	Madrigal Pharmaceuticals Inc.	MDGL	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1087939	Julian Baker	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	No	No
1087940	Felix Baker	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	No	No
1263508	Baker Bros. Advisors Lp	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	No	No
1363364	Baker Brothers Life Sciences Lp	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	No	No
1551139	667, L.p.	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	No	No
1580575	Baker Bros. Advisors (Gp) Llc	860 Washington Street, 3Rd Floor New York NY 10014	Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2023-12-12	7	$205.32	175,915	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	93	$205.32	1,667,197	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	56	$205.60	175,971	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	708	$205.60	1,667,905	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	52	$206.93	176,023	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	648	$206.93	1,668,553	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	30	$208.69	176,053	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	370	$208.69	1,668,923	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	7	$209.77	176,060	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	93	$209.77	1,669,016	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	52	$212.04	176,112	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	648	$212.04	1,669,664	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	15	$213.63	176,127	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	185	$213.63	1,669,849	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	41	$213.80	176,168	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	515	$213.80	1,670,364	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	53	$214.72	176,221	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	668	$214.72	1,671,032	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	141	$216.67	176,362	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	1,769	$216.67	1,672,801	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	15	$217.90	176,377	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	185	$217.90	1,672,986	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	229	$217.91	176,606	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	2,873	$217.91	1,675,859	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	1,195	$219.24	177,801	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	15,005	$219.24	1,690,864	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	352	$220.65	178,153	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	4,408	$220.65	1,695,272	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	308	$221.24	178,461	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2023-12-12	3,857	$221.24	1,699,129	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

Footnotes

After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667"), Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in common stock ("Common Stock") of Madrigal Pharmaceuticals, Inc. (the "Issuer") reported in column 5 of Table I held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds.
Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.
Includes beneficial ownership of 2,396 previously issued restricted stock units (each, an "RSU") payable solely in Common Stock issued to each of Julian C. Baker, a managing member of the Adviser GP and Dr. Raymond Cheong, an employee of the Adviser, in their capacity as directors of the Issuer pursuant to the Issuer's Amended 2015 Stock Plan ("2015 Plan") of which the Funds may be deemed to own a portion.
Pursuant to the policies of the Adviser, Julian C. Baker and Dr. Cheong do not have a right to any of the Issuer's securities issued as compensation for theirservice on the board of directors of the Issuer and the Funds are entitled to an indirect proportionate pecuniary interest in the securities. The Funds each own an indirect proportionate pecuniary interest in the RSUs. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the RSUs and any Common Stock acquired upon the vesting of RSUs (i.e. no direct pecuniary interest).
Pursuant to agreements between Julian C. Baker, Dr. Cheong and the Adviser and the policies of the Adviser, the Adviser has voting and dispositive power over the RSUs and any Common Stock received as a result of the vesting of RSUs.
After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P.and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I held directly by or held for the benefit of Life Sciences, a limitedpartnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
The price reported in Column 4 is a weighted average price. These shares of Common Stock were traded by 667 and Life Sciences in multiple transactions at prices ranging from $205.48 to $206.43, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $206.59 to $207.44, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $208.51 to $208.76, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $212.00 to $212.15, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $213.62 to $213.63, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $213.45 to $213.97, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $214.56 to $215.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $216.50 to $216.92, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $217.67 to $218.00, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $218.63 to $219.54, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $219.99 to $220.87, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $220.90 to $221.88, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.