MADRIGAL PHARMACEUTICALS, INC. — Director's Dealing 2021

Feb 11, 2021

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MADRIGAL PHARMACEUTICALS, INC. (MDGL)
CIK: 0001157601
Period of Report: 2020-12-31

Reporting Person: CRAVES FRED B (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-30	Common Stock	G	15000	$0.00	Disposed	317579	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2310521	Indirect
Common Stock	90000	Indirect
Common Stock	15000	Indirect

Footnotes

F1: Includes 2,260,791 shares of common stock held by Bay City Capital Fund IV, L.P., a Delaware limited partnership ("Fund IV"), and 49,730 shares of common stock held by Bay City Capital Fund IV Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment IV"). Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management IV LLC, a Delaware limited liability company ("Management IV"), Fund IV and 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. Dr. Craves is the sole member of BCC.

F2: (Continued from Footnote 1) By virtue of these relationships, each of the foregoing entities and Dr. Craves may be deemed to share beneficial ownership of the shares reported herein. Each of them disclaims any such beneficial ownership.

F3: Represents a bona fide gift of 15,000 shares of common stock from Dr. Craves to the Fred Craves Family Foundation.

F4: Reflects a transfer of 43,537 shares of common stock from BCC to Dr. Craves and a transfer of 80,974 shares of common stock from Dr. Craves to a former spouse pursuant to a court approved divorce settlement agreement.

F5: Represents shares of common stock held indirectly by Dr. Craves through a grantor retained annuity trust.

F6: Represents shares of common stock held indirectly by Dr. Craves through the Fred Craves Family Foundation.