Statement of Changes in Beneficial Ownership (4)
August 19 2020 - 7:41PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
BAY CITY CAPITAL LLC |
2. Issuer Name and Ticker or Trading Symbol
MADRIGAL PHARMACEUTICALS, INC.
[
MDGL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
750 BATTERY STREET, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/17/2020 |
(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/17/2020 | | S | | 12500 | D | $110.73 | 60375 | D (1) | |
Common Stock | 8/18/2020 | | S | | 10197 | D | $110.03 | 50178 | D (1) | |
Common Stock | 8/19/2020 | | S | | 7303 | D | $107.64 | 42875 | D (1) | |
Common Stock | | | | | | | | 3729141 | I | See Footnotes (1)(2) |
Common Stock | | | | | | | | 81380 | I | See Footnotes (1)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Explanation of Responses: |
(1) | Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management IV LLC, a Delaware limited liability company ("Management IV"), Bay City Capital Fund IV, L.P., a Delaware limited partnership ("Fund IV"), and Bay City Capital Fund IV Co-Investment Fund, L.P., a Delaware limited partnership ("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. |
(2) | The securities are held by Fund IV. |
(3) | The securities are held by Co-Investment IV. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
BAY CITY CAPITAL LLC 750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA 94111 |
| X |
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Bay City Capital Management IV LLC 750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA 94111 |
| X |
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Bay City Capital Fund IV, L.P. 750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA 94111 |
| X |
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BAY CITY CAPITAL FUND IV CO INVESMENT FUND LP 750 BATTERY STREET, SUITE 400 SAN FRANCISCO, CA 94111 |
| X |
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Signatures
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Bay City Capital LLC, a Delaware limited liability company, By: /s/ Fred Craves, Managing Director | | 8/19/2020 |
**Signature of Reporting Person | Date |
Bay City Capital Management IV LLC, a Delaware limited liability company, by Bay City Capital LLC, its Manager, By: /s/ Fred Craves, Managing Director | | 8/19/2020 |
**Signature of Reporting Person | Date |
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 | | 8/19/2020 |
**Signature of Reporting Person | Date |
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 | | 8/19/2020 |
**Signature of Reporting Person | Date |
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