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    Director Craves Fred B exercised 15,470 shares at a strike of $82.90 and sold $5,082,480 worth of shares (15,470 units at $328.54) (SEC Form 4)

    3/14/25 4:25:06 PM ET
    $MDGL
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $MDGL alert in real time by email
    SEC FORM 4 SEC Form 4
    FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

    Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
    or Section 30(h) of the Investment Company Act of 1940
    OMB APPROVAL
    OMB Number: 3235-0287
    Estimated average burden
    hours per response: 0.5
      
    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
      
    Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
    1. Name and Address of Reporting Person*
    CRAVES FRED B

    (Last) (First) (Middle)
    C/O BAY CITY CAPITAL LLC,
    1000 4TH STREET, SUITE 500

    (Street)
    SAN RAFAEL CA 94901

    (City) (State) (Zip)
    2. Issuer Name and Ticker or Trading Symbol
    MADRIGAL PHARMACEUTICALS, INC. [ MDGL ]
    5. Relationship of Reporting Person(s) to Issuer
    (Check all applicable)
    X Director 10% Owner
    Officer (give title below) Other (specify below)
    3. Date of Earliest Transaction (Month/Day/Year)
    03/12/2025
    4. If Amendment, Date of Original Filed (Month/Day/Year)
    6. Individual or Joint/Group Filing (Check Applicable Line)
    X Form filed by One Reporting Person
    Form filed by More than One Reporting Person
    Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
    1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V Amount (A) or (D) Price
    Common Stock 03/12/2025 M 1,728 A $65.06 351,804 D
    Common Stock 03/12/2025 M 6,000 A $111.06 357,804 D
    Common Stock 03/12/2025 S 1,587 D $330.5356(1) 356,217 D
    Common Stock 03/12/2025 S 2,759 D $331.3594(2) 353,458 D
    Common Stock 03/12/2025 S 2,382 D $332.3785(3) 351,076 D
    Common Stock 03/12/2025 S 800 D $333.6575(4) 350,276 D
    Common Stock 03/12/2025 S 200 D $334.97(5) 350,076 D
    Common Stock 03/13/2025 M 7,742 A $65.06 357,818 D
    Common Stock 03/13/2025 S 1,951 D $322.4498(6) 355,867 D
    Common Stock 03/13/2025 S 1,649 D $323.4651(7) 354,218 D
    Common Stock 03/13/2025 S 900 D $324.6867(8) 353,318 D
    Common Stock 03/13/2025 S 800 D $325.6263(9) 352,518 D
    Common Stock 03/13/2025 S 1,000 D $327.6268(10) 351,518 D
    Common Stock 03/13/2025 S 400 D $328.6812(11) 351,118 D
    Common Stock 03/13/2025 S 967 D $329.8601(12) 350,151 D
    Common Stock 03/13/2025 S 75 D $330.225 350,076 D
    Common Stock 11,210 I See Footnote(13)
    Common Stock 1,261 I See Footnotes(14)
    Common Stock 21,000 I See Footnotes(15)
    Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
    (e.g., puts, calls, warrants, options, convertible securities)
    1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
    Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
    Stock Option (Right to Buy) $65.06 03/12/2025 M 1,728 (16) 06/16/2025 Common Stock 1,728 $0 7,742 D
    Stock Option (Right to Buy) $111.06 03/12/2025 M 6,000 (16) 06/17/2025 Common Stock 6,000 $0 0 D
    Stock Option (Right to Buy) $65.06 03/13/2025 M 7,742 (16) 06/16/2025 Common Stock 7,742 $0 0 D
    Explanation of Responses:
    1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $330.00 to $330.92, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and the footnotes below.
    2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $331.00 to $331.89, inclusive.
    3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $332.01 to $332.88, inclusive.
    4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $333.39 to $333.89, inclusive.
    5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $334.95 to $334.99, inclusive.
    6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $322.02 to $323.00, inclusive.
    7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $323.02 to $323.97, inclusive.
    8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $324.16 to $324.84, inclusive.
    9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $325.34 to $325.955, inclusive.
    10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $327.19 to $328.18, inclusive.
    11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $328.20 to $329.165, inclusive.
    12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $329.22 to $330.20, inclusive.
    13. Represents shares held indirectly by Dr. Craves through a grantor retained annuity trust.
    14. These securities are held by Bay City Capital LLC ("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.
    15. Represents shares held indirectly by Dr. Craves through the Craves Family Foundation.
    16. The shares underlying this stock option are fully vested and exercisable.
    Remarks:
    /s/ Mardi Dier, as Attorney-in-Fact 03/14/2025
    ** Signature of Reporting Person Date
    Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
    * If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
    ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
    Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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