Sec Form 4 Filing - BAY CITY CAPITAL LLC @ MADRIGAL PHARMACEUTICALS, INC. - 2020-05-27

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

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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 *
BAY CITY CAPITAL LLC
2. Issuer Name and Ticker or Trading Symbol
MADRIGAL PHARMACEUTICALS, INC. [ MDGL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
750 BATTERY STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
05/27/2020
(Street)
SAN FRANCISCO, CA94111
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 05/27/2020 J( 4 ) 360,561 ( 4 ) D ( 4 ) $ 0 ( 4 ) 3,729,141 I See Footnotes ( 1 ) ( 2 )
Common Stock 05/27/2020 J( 4 ) 6,772 ( 4 ) D ( 4 ) $ 0 ( 4 ) 81,380 I See Footnotes ( 1 ) ( 3 )
Common Stock 05/27/2020 J( 4 ) 44,903 ( 4 ) D ( 4 ) $ 0 ( 4 ) 72,875 D ( 1 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA94111
X
Bay City Capital Management IV LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA94111
X
Bay City Capital Fund IV, L.P.
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA94111
X
BAY CITY CAPITAL FUND IV CO INVESMENT FUND LP
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA94111
X
Signatures
Bay City Capital LLC, a Delaware limited liability company, By: /s/ Fred Craves, Managing Director 05/29/2020
** 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 05/29/2020
** 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 05/29/2020
** 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 05/29/2020
** Signature of Reporting Person Date
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.
( 4 )Represents transfers, without the payment of any consideration, to their partners and employees.

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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