MADRIGAL PHARMACEUTICALS, INC. — Director's Dealing 2022

Feb 2, 2022

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: MADRIGAL PHARMACEUTICALS, INC. (MDGL)
CIK: 0001157601
Period of Report: 2021-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-31	Common Stock	G	3000	$0.00	Disposed	361358	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1510521	Indirect
Common Stock	1261	Indirect
Common Stock	18000	Indirect
Common Stock	90000	Indirect

Footnotes

F1: Represents a bona fide gift of 3,000 shares of common stock from Dr. Craves to the Fred Craves Family Foundation.

F2: Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management IV LLC, a Delaware limited liability company ("Management IV") and Bay City Capital Fund IV, L.P., a Delaware limited partnership ("Fund 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 has sole voting and dispositive power with respect to the securities held by Fund IV. BCC, the manager of Management IV, is also an advisor to Fund IV and has sole voting and dispositive power with respect to the securities held by Fund IV.

F3: These securities are held by Fund IV. Dr. Craves disclaims beneficial ownership of these securities held by Fund IV, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the securities by virtue of the limited liability company interests he owns in BCC.

F4: These securities are held by BCC. Dr. Craves disclaims beneficial ownership of these securities held by BCC, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the securities by virtue of the limited liability company interests he owns in BCC.

F5: Represents shares held indirectly by Dr. Craves through the Craves Family Foundation.

F6: Represents shares held indirectly by Dr. Craves through a grantor retained annuity trust.