Sec Form 5 Filing - CRAVES FRED B @ MADRIGAL PHARMACEUTICALS, INC. - 2020-12-31

FORM 5 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 CRAVES FRED B 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MADRIGAL PHARMACEUTICALS, INC.,, 200 BARR HARBOR DRIVE, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2020 (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 2,310,521 I See Footnotes ( 1 ) ( 2 ) Common Stock 12/30/2020 G( 3 ) V 15,000 D $ 0 317,579 ( 4 ) D ( 3 ) ( 4 ) Common Stock 90,000 I See Footnotes ( 5 ) Common Stock 15,000 I See Footnotes ( 6 )

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 CRAVES FRED B C/O MADRIGAL PHARMACEUTICALS, INC., 200 BARR HARBOR DRIVE, SUITE 400 WEST CONSHOHOCKEN, PA19428 X X Signatures /s/ Brian Lynch, as attorney-in-fact for Fred B. Craves 02/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 2,260,791 shares of common stock held by Bay City Capital Fund IV, L.P., a Delaware limited partnership ("Fund IV"), and 49,730 shares of common stock held by Bay City Capital Fund IV Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment IV"). Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management IV LLC, a Delaware limited liability company ("Management IV"), Fund IV and 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. Dr. Craves is the sole member of BCC. ( 2 )(Continued from Footnote 1) 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. ( 3 )Represents a bona fide gift of 15,000 shares of common stock from Dr. Craves to the Fred Craves Family Foundation. ( 4 )Reflects a transfer of 43,537 shares of common stock from BCC to Dr. Craves and a transfer of 80,974 shares of common stock from Dr. Craves to a former spouse pursuant to a court approved divorce settlement agreement. ( 5 )Represents shares of common stock held indirectly by Dr. Craves through a grantor retained annuity trust. ( 6 )Represents shares of common stock held indirectly by Dr. Craves through the Fred Craves Family Foundation.

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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