Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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MADRIGAL PHARMACEUTICALS, INC. (Name of Issuer) |
Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) |
558868105 (CUSIP Number) |
Rebecca Taub, M.D. c/o Madrigal Pharmaceuticals, Inc., 4 Tower Bridge, 200 Barr Harbor Dr, #200 West Conshohocken, PA, 19428 (267) 824-2827 Shannon Kelley, EVP and CLO Madrigal Pharmaceuticals, Inc., 4 Tower Bridge, 200 Barr Harbor Dr, #200 West Conshohocken, PA, 19428 (267) 824-2827 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 558868105 |
| 1 |
Name of reporting person
Rebecca Taub, M.D. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,814,831.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) The amount reported in rows 7, 9 and 11 includes (i) 436,868 shares of Common Stock held of record by the Reporting Person, (ii) 252,665 shares of Common Stock subject to stock options that are exercisable within 60 days of December 10, 2025, (iii) 6,446 shares of Common Stock subject to restricted stock units that vest within 60 days of December 10, 2025, (iv) 165,115 shares of Common Stock held of record by the Reporting Person's spouse, (v) 291,530 shares of Common Stock subject to stock options held by the Reporting Person's spouse that are exercisable within 60 days of December 10, 2025 and (vi) 6,667 shares of Common Stock subject to restricted stock units held by the Reporting Person's spouse that vest within 60 days of December 10, 2025. (2) The amount reported in rows 8, 10 and 11 includes shares of Common Stock held of record by SQN, LLC. The Reporting Person is a managing member of SQN and may be deemed to share voting and investment power over Common Stock that is owned by SQN.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.0001 Per Share | |
| (b) |
Name of Issuer:
MADRIGAL PHARMACEUTICALS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
Four Tower Bridge, 200 Barr Harbor Drive, Suite 200, West Conshohocken,
PENNSYLVANIA
, 19428. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends the Statement on Schedule 13D filed with the SEC on August 1, 2016, as amended on October 17, 2019 (the "Original Statement"), which relates to shares of common stock, par value $0.0001 per share ("Common Stock"), of Madrigal Pharmaceuticals, Inc., a Delaware corporation with a class of securities registered under Section 12 of the 1934 Act (the "Issuer"). The principal executive offices of the Issuer are located at 200 Barr Harbor Drive, Suite 200, West Conshohocken, Pennsylvania, 19428. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Except as otherwise described herein, the information contained in the Original Statement remains in effect. Capitalized terms used but not defined in this Amendment No. 2 shall have the respective meanings set forth with respect thereto in the Original Statement. | ||
| Item 2. | Identity and Background | |
| (c) | No changes, except as set forth below. The present principal occupation of Dr. Taub is Senior Scientific and Medical Advisor and a member of the Board of Directors of Madrigal Pharmaceuticals, Inc. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
No changes, except as set forth below. Each of Dr. Taub and her spouse has received stock options, restricted stock and restricted stock unit awards from the Issuer in connection with their service as an officer and/or a member of the Board of Directors of the Issuer. In addition to the shares listed as beneficially owned in the table above, (i) Dr. Taub holds options to purchase an aggregate of 15,584 shares that are not exercisable within 60 days of December 10, 2025, 12,275 restricted stock units that will not vest within 60 days of December 10, 2025 and 10,168 shares of Common Stock subject to performance-based restricted stock units that will not vest within 60 days of December 10, 2025 (and therefore are not deemed to be beneficially owned as of the date of this filing) and (ii) Dr. Taub's spouse holds options to purchase an aggregate of 5,665 shares that are not exercisable within 60 days of December 10, 2025 and 7,382 restricted stock units that will not vest within 60 days of December 10, 2025 (and therefore are not deemed to be beneficially owned as of the date of this filing). These equity awards were granted as compensation for their service as an officer and/or a member of the Board of Directors of the Issuer. In addition, pursuant to the Issuer's compensation policies and practices, Dr. Taub and her spouse may receive additional future equity compensation in the form of stock options and/or restricted stock unit awards in connection with their service as an employee of the Issuer, or, in the case of her spouse, as members of the Board of Directors of the Issuer. Except as set forth above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Dr. Taub and any other person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies. The Original Statement inadvertently excluded shares beneficially owned by Dr. Taub's spouse. Dr. Taub disclaims beneficial ownership of Common Stock owned by SQN, LLC and her spouse. | ||
| Item 4. | Purpose of Transaction | |
No changes, except that the Reporting Person no longer serves as Chief Medical Officer of the Issuer; the Reporting Person serves as Senior Scientific and Medical Advisor of the Issuer and continues to serve as a member of the Board of Directors of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is based on 22,711,420 shares of Common Stock outstanding as of October 30, 2025, as reported in the Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025 by the Issuer, and is set forth in boxes 11 and 13 of the second part of the cover page to this Statement, and such information is incorporated herein by reference. | |
| (b) | The amounts of Common Stock as to which the Reporting Person has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Statement, and such information is incorporated herein by reference. | |
| (c) | The Reporting Person has not effected any transactions related to the Common Stock during the past 60 days, except for the dispositions set forth in Annex I of this Schedule 13D (all of which previously have been reported or will be reported on Form 4s filed pursuant to Section 16(a) of the Act): Annex I Information With Respect to Transactions of Common Stock Reporting Person Date of Number Type of Price Per Where and Who Effected The Transaction of Shares Security Share* How Transaction Transaction Was Effected Rebecca Taub 12/10/2025 18,650 Common $552.1487 Open market Stock sale on NASDAQ Rebecca Taub 12/10/2025 5,455 Common NA Charitable Stock Gift Spouse 12/10/2025 24,800 Common $552.1838 Open market Stock sale on NASDAQ *The price reported is a weighted average price for shares sold in multiple transactions on the same date. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price in such range. | |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities covered by this Schedule 13D. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information in Item 3 is incorporated by reference herein. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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