Sec Form 4 Filing - Levy Richard S @ MADRIGAL PHARMACEUTICALS, INC. - 2023-01-17

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Levy Richard S 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) (Last) (First) (Middle) C/O MADIGRAL PHARMACEUTICALS, INC., 200 BARR HARBOR DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2023 (Street) WEST CONSHOHOCKEN, PA19428 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/17/2023 M( 1 ) 12,489 A $ 105.08 21,589 D Common Stock 01/17/2023 M( 1 ) 10,000 A $ 100.45 31,589 D Common Stock 01/17/2023 S( 1 ) 100 D $ 285.28 31,489 D Common Stock 01/17/2023 S( 1 ) 400 D $ 287.08( 4 ) 31,089 D Common Stock 01/17/2023 S( 1 ) 300 D $ 288.91( 5 ) 30,789 D Common Stock 01/17/2023 S( 1 ) 1,600 D $ 290.36( 6 ) 29,189 D Common Stock 01/17/2023 S( 1 ) 3,325 D $ 291.66( 7 ) 25,864 D Common Stock 01/17/2023 S( 1 ) 5,227 D $ 292.68( 8 ) 20,637 D Common Stock 01/17/2023 S( 1 ) 3,548 D $ 293.54( 9 ) 17,089 D Common Stock 01/17/2023 S( 1 ) 5,164 D $ 294.68( 10 ) 11,925 D Common Stock 01/17/2023 S( 1 ) 2,325 D $ 295.45( 11 ) 9,600 D Common Stock 01/17/2023 S( 1 ) 500 D $ 296.68( 12 ) 9,100 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Stock Option (Right to buy) $ 105.08 01/17/2023 M( 1 ) 12,489 ( 2 ) 06/17/2024 Common Stock 12,489 $ 0 0 D Stock Option (Right to Buy) $ 100.45 01/17/2023 M( 1 ) 10,000 ( 3 ) 06/27/2024 Common Stock 10,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Levy Richard S C/O MADIGRAL PHARMACEUTICALS, INC. 200 BARR HARBOR DRIVE, SUITE 200 WEST CONSHOHOCKEN, PA19428 X Signatures /s/ Brian J. Lynch** 01/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All transactions reported herein were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. After giving effect to these transactions, the reporting person's Rule 10b5-1 trading plan has been concluded and no more trading will be conducted thereunder. ( 2 )All shares issued pursuant to the exercise of these options represent 12,489 shares underlying an option award of 12,489 shares. All exercised options vested June 17, 2022. ( 3 )All shares issued pursuant to the exercise of these options represent 10,000 shares underlying an option award of 10,000 shares. All exercised options vested June 27, 2020. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $286.99 to $287.16, 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. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288.73 to $289.01, inclusive. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.80 to $290.79, inclusive. ( 7 )The price reported in Column 4 is a weighted average price. These shares were so ld in multiple transactions at prices ranging from $291.08 to $292.07, inclusive. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.11 to $293.09, inclusive. ( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.12 to $294.11, inclusive. ( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.17 to $295.16, inclusive. ( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.26 to $296.15, inclusive. ( 12 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.43 to $296.77, inclusive.

Remarks: ** As attorney-in-fact for Reporting Person

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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