Madrigal Pharmaceuticals (MDGL) Form 4 Change in insider ownership

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BAY CITY CAPITAL LLC

(Last) (First) (Middle)

750 BATTERY STREET, SUITE 400

(Street)

SAN FRANCISCO CA 94111

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	12/01/2020		J(1)		43,537	D	$0.00	2,310,521	I	See Footnotes(1)(2)

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

1. Name and Address of Reporting Person^*

BAY CITY CAPITAL LLC

(Last) (First) (Middle)

750 BATTERY STREET, SUITE 400

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bay City Capital Management IV LLC

(Last) (First) (Middle)

750 BATTERY STREET, SUITE 400

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bay City Capital Fund IV, L.P.

(Last) (First) (Middle)

750 BATTERY STREET, SUITE 400

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BAY CITY CAPITAL FUND IV CO INVESMENT FUND LP

(Last) (First) (Middle)

750 BATTERY STREET, SUITE 400

(Street)

SAN FRANCISCO CA 94111

(City) (State) (Zip)

Explanation of Responses:

1. Represents a transfer, without the payment of any consideration, to an affiliate.

2. 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.

Remarks:

	Bay City Capital LLC, a Delaware limited liability company, By: /s/ Fred Craves, Managing Director	12/01/2020
	Bay City Capital Management IV LLC, a Delaware limited liability company, by Bay City Capital LLC, its Manager, By: /s/ Fred Craves, Managing Director	12/01/2020
	Bay City Capital Fund IV, L.P., a Delaware limited partnership, by Bay City Capital Management IV LLC, its General Partner, by Bay City Capital LLC, its Manager, By: /s/ Fred Craves, Managing Director	12/01/2020
	Bay City Capital Fund IV Co-Investment Fund, L.P., a Delaware limited partnership, by Bay City Capital Management IV LLC, its General Partner, by Bay City Capital LLC, its Manager, By: /s/ Fred Craves, Managing Director	12/01/2020
	** Signature of Reporting Person	Date
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