EXPLANATORY NOTE
This Amendment No. 5 (“Amendment No. 5”) relates to the shares of common stock, par value $0.0001 per share (“Common
Stock”), of Madrigal Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”). This Amendment No. 5 amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on
September 8, 2020 (as amended to date, the “Statement”). All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Statement.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Statement is amended and supplemented by inserting the following information:
On June 17, 2021, Dr. Craves received options to purchase 12,489 shares of Common Stock from the Issuer as compensation for his
service as a director of the Issuer. The options vest as to 100% of underlying shares of Common Stock on the first anniversary of the grant date, provided that Dr. Craves continues to serve as a director of the Issuer until such anniversary
date.
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Item 4.
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Purpose of Transaction
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Item 4 of the Statement is amended and supplemented by inserting the following information:
On December 3 2021, Fund IV, Co-Investment IV and BCC made in-kind transfers, without the payment of any consideration, of 750,270 shares,
49,730 shares and 24,172 shares, respectively, of Common Stock to their partners and employees.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Statement is amended and restated in its entirety as follows:
(a) – (b)
The following sets forth, as of
the date of this Amendment No. 5, the aggregate number of shares and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole
power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof, based on 17,097,090 shares of
Common Stock outstanding as of November 2, 2021.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class
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Sole power
to vote or
to direct
the vote
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Shared
power to
vote or to
direct the
vote
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Sole
power to
dispose or
to direct
the
disposition
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Shared
power to
dispose or
to direct
the
disposition
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Fred B. Craves, Ph.D. (1)
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2,037,140
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11.9
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%
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525,358
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1,511,782
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525,358
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1,511,782
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BCC
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1,511,782
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8.8
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%
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0
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1,511,782
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0
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1,511,782
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Management IV
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1,510,521
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8.8
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%
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0
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1,510,521
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0
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1,510,521
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Fund IV
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1,510,521
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8.8
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%
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0
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1,510,521
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0
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1,510,521
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Co-Investment IV
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0
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0
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%
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0
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0
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0
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0
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(1)
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The shares reported in the table above include: (i) 1,510,521 shares of Common Stock held of record by Fund IV;
(ii) 1,261 shares of Common Stock held of record by BCC; (iii) 364,358 shares of Common Stock held of record by Dr. Craves; (iv) 56,000 shares of Common Stock issuable upon exercise of stock options held by Dr. Craves that are exercisable
within 60 days of the date hereof; (v) 90,000 shares of Common Stock held by Dr. Craves through a grantor retained annuity trust and (vi) 15,000 shares of Common Stock held by Dr. Craves through the Craves Family Foundation.
Dr. Craves is the sole member of BCC, which is the manager of Management IV, which is the general partner of each of Fund IV and Co-Investment IV. By virtue of these relationships, each of the foregoing
entities and Dr. Craves may be deemed to share beneficial ownership of the shares reported herein. Each of them disclaims any such beneficial ownership.
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