Sec Form 4/A Filing - FRIEDMAN PAUL A @ MADRIGAL PHARMACEUTICALS, INC. - 2016-07-22

FORM 4/A 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 FRIEDMAN PAUL A 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O MADRIGAL PHARMACEUTICALS, INC., 500 OFFICE CENTER DRIVE, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 07/22/2016 (Street) FORT WASHINGTON, PA19034 4. If Amendment, Date Original Filed (MM/DD/YY) 07/26/2016 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 07/22/2016 A 153,128 ( 1 ) A $ 0 153,274 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 Employee Stock Option (Right to Buy) $ 9.45 07/22/2016 A 306,256 ( 2 ) 07/22/2016 07/22/2026 Common Stock 306,256 $ 0 306,256 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRIEDMAN PAUL A C/O MADRIGAL PHARMACEUTICALS, INC. 500 OFFICE CENTER DRIVE, SUITE 400 FORT WASHINGTON, PA19034 X Chief Executive Officer Signatures /s/ Michael Lawhead, attorney-in-fact for Paul A. Friedman 08/23/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The original report incorrectly identified that the reporting person acquired 143,557 shares of common stock. This report amends the original report to reflect the correct number of shares acquired by the reporting person. ( 2 )The original report incorrectly identified that the reporting person acquired 287,115 employee stock options. This report amends the original report to reflect the correct number of employee stock options acquired by the 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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