Friedman Paul A Form 4 MADRIGAL PHARMACEUTICALS / PAUL A FRIEDMAN ownership change

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^*

FRIEDMAN PAUL A

(Last) (First) (Middle)

C/O MADRIGAL PHARMACEUTICALS, INC

200 BARR HARBOR DRIVE, SUITE 200

(Street)

WEST CONSHOHOCKEN PA 19428

(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)
04/03/2024

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	04/03/2024		M		27,407	A	$9.45	213,142	D
Common Stock	04/03/2024		S(1)		185	D	$242	212,957	D
Common Stock	04/03/2024		S(1)		2,294	D	$243.6447(2)	210,663	D
Common Stock	04/03/2024		S(1)		4,301	D	$244.5847(3)	206,362	D
Common Stock	04/03/2024		S(1)		18,806	D	$245.3378(4)	187,556	D
Common Stock	04/03/2024		S(1)		1,821	D	$246.3097(5)	185,735	D
Common Stock	04/04/2024		M		18,710	A	$9.45	204,445	D
Common Stock	04/04/2024		S(1)		6,273	D	$241.0684(6)	198,172	D
Common Stock	04/04/2024		S(1)		5,299	D	$242.2492(7)	192,873	D
Common Stock	04/04/2024		S(1)		1,467	D	$243.0005(8)	191,406	D
Common Stock	04/04/2024		S(1)		627	D	$244.3138(9)	190,779	D
Common Stock	04/04/2024		S(1)		2,549	D	$245.1381(10)	188,230	D
Common Stock	04/04/2024		S(1)		1,558	D	$246.1302(11)	186,672	D
Common Stock	04/04/2024		S(1)		737	D	$247.1385(12)	185,935	D
Common Stock	04/04/2024		S(1)		200	D	$248.425(13)	185,735	D
Common Stock	04/05/2024		M		27,613	A	$9.45	213,348	D
Common Stock	04/05/2024		S(1)		1,420	D	$240.0979(14)	211,928	D
Common Stock	04/05/2024		S(1)		612	D	$241.1478(15)	211,316	D
Common Stock	04/05/2024		S(1)		6,679	D	$242.4162(16)	204,637	D
Common Stock	04/05/2024		S(1)		9,264	D	$243.2012(17)	195,373	D
Common Stock	04/05/2024		S(1)		3,966	D	$244.2228(18)	191,407	D
Common Stock	04/05/2024		S(1)		5,228	D	$245.346(19)	186,179	D
Common Stock	04/05/2024		S(1)		444	D	$245.9221(20)	185,735	D
Common Stock								655,540	I	By SQN LLC(21)

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)	$9.45	04/03/2024		M			27,407	(22)	07/22/2026	Common Stock	27,407	$0.00	278,849	D
Stock Option (Right to Buy)	$9.45	04/04/2024		M			18,710	(22)	07/22/2026	Common Stock	18,710	$0.00	260,139	D
Stock Option (Right to Buy)	$9.45	04/05/2024		M			27,613	(22)	07/22/2026	Common Stock	27,613	$0.00	232,526	D

Explanation of Responses:

1. These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 27, 2023.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.00 to $243.98, 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.04 to $245.03, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.04 to $246.01, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.09 to $246.57, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $240.52 to $241.46, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $241.59 to $242.57, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $242.60 to $243.55, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.65 to $244.63, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.65 to $245.61, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.70 to $246.65, inclusive.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.80 to $247.54, inclusive.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $248.41 to $248.44, inclusive.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $239.67 to $240.64, inclusive.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $240.67 to $241.64, inclusive.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $241.795 to $242.78, inclusive.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $242.80 to $243.79, inclusive.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.80 to $244.79, inclusive.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.83 to $245.81, inclusive.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.86 to $246.02, inclusive.

21. The Reporting Person and his spouse are each managing members of SQN, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of the beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

22. The shares underlying this stock option are fully vested and exercisable.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Mardi Dier, as Attorney-in-Fact	04/05/2024
	** 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).
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