0000950170-24-061321.txt : 20240516 0000950170-24-061321.hdr.sgml : 20240516 20240516215356 ACCESSION NUMBER: 0000950170-24-061321 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240514 FILED AS OF DATE: 20240516 DATE AS OF CHANGE: 20240516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CRAVES FRED B CENTRAL INDEX KEY: 0001014095 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33277 FILM NUMBER: 24957579 MAIL ADDRESS: STREET 1: 750 BATTERY ST STREET 2: STE 600 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MADRIGAL PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0001157601 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 BARR HARBOR DRIVE, SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 404-380-9263 MAIL ADDRESS: STREET 1: 200 BARR HARBOR DRIVE, SUITE 400 CITY: WEST CONSHOHOCKEN STATE: PA ZIP: 19428 FORMER COMPANY: FORMER CONFORMED NAME: SYNTA PHARMACEUTICALS CORP DATE OF NAME CHANGE: 20010815 4 1 ownership.xml 4 X0508 4 2024-05-14 0001157601 MADRIGAL PHARMACEUTICALS, INC. MDGL 0001014095 CRAVES FRED B C/O BAY CITY CAPITAL LLC, 1000 4TH STREET, SUITE 500 SAN RAFAEL CA 94901 true false false false true Common Stock 2024-05-14 4 M false 10000 100.45 A 423362 D Common Stock 2024-05-14 4 M false 12489 105.08 A 435851 D Common Stock 2024-05-14 4 S false 8827 210.9926 D 427024 D Common Stock 2024-05-14 4 S false 5009 211.8440 D 422015 D Common Stock 2024-05-14 4 S false 1363 212.8513 D 420652 D Common Stock 2024-05-14 4 S false 2190 213.8548 D 418462 D Common Stock 2024-05-14 4 S false 1804 214.6815 D 416658 D Common Stock 2024-05-14 4 S false 375 216.0836 D 416283 D Common Stock 2024-05-14 4 S false 721 216.9838 D 415562 D Common Stock 2024-05-14 4 S false 1100 217.8553 D 414462 D Common Stock 2024-05-14 4 S false 1000 218.9945 D 413462 D Common Stock 2024-05-14 4 S false 100 219.90 D 413362 D Common Stock 1261 I See Footnotes Common Stock 57062 I See Footnotes Common Stock 18000 I See Footnotes Stock Option (right to buy) 100.45 2024-05-14 4 M false 10000 0 D 2024-06-27 Common Stock 10000 0 D Stock Option (right to buy) 105.08 2024-05-14 4 M false 12489 0 D 2024-06-17 Common Stock 12489 0 D These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 15, 2023. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.34 to $211.33, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.34 to $212.33, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.36 to $213.31 inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.36 to $214.34 inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.39 to $215.27 inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.61 to $216.58 inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.61 to $217.23 inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.64 to $218.37 inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.68 to $219.34 inclusive. 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. Represents shares held indirectly by Dr. Craves through a grantor retained annuity trust. Represents shares held indirectly by Dr. Craves through the Craves Family Foundation. The shares underlying this stock option are fully vested. Exhibit 24 - Power of Attorney /s/ Mardi Dier, as Attorney-in-Fact 2024-05-16 EX-24 2 mdgl-ex24.htm EX-24 EX-24

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Bill Sibold, Mardi Dier and Justin Drinkwine, or any of them signing individually, the undersigned’s true and lawful attorney-in-fact (each, an “Attorney-in-Fact”) to:

(1)
complete and execute, for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or beneficial owner of more than ten percent (10%) of any equity securities of Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Forms 3, 4 and 5, and Schedules 13D and 13G, and such other forms and documents, including any amendments to any of the foregoing, as such Attorney-In-Fact shall in his or her discretion determine to be required or advisable pursuant to Section 16(a) and Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of, or in respect of, the undersigned's ownership, acquisition or disposition of securities of the Company;
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such forms and schedules, including any amendments thereto, and timely file such forms and schedules, including any amendments thereto, with the United States Securities and Exchange Commission (the “SEC”), and any securities exchange or similar authority; and

 

(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information as such Attorney-in-Fact may approve in such Attorney-in-Fact's discretion.

 

The undersigned hereby grants to each such Attorney-in-Fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that each such Attorney- in-Fact, or each such Attorney-in-Fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

The undersigned acknowledges that each of the foregoing Attorneys-in-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16(a) and Section 13(d) of the Exchange Act.

The undersigned agrees that each such Attorney-in-Fact may rely entirely on information furnished orally or in writing by the undersigned to each such Attorney-in-Fact. The undersigned also agrees to indemnify and hold harmless the Company and each such Attorney-in-Fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based on any untrue statement or omission of necessary facts in the information provided by the undersigned to such Attorney-in-Fact for purposes of executing, acknowledging, delivering and filing Forms 3, 4 and 5, and Schedules 13D and 13G, including any amendments thereto, and agrees to reimburse the Company and each such Attorney-in-Fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D and 13G, with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing Attorneys-in-Fact.

[Signature on next page]

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of:

 

 

 

5/16/2024

(date)

 

 

/s/ Fred Craves

 

 

Fred B. Craves, Ph.D.