| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MDGL | Common Stock | Award | $0 | +1.43K | +0.77% | $0.00 | 187K | Jun 25, 2024 | See Footnotes | F1, F2, F3, F4, F5, F6, F7, F8 |
| transaction | MDGL | Common Stock | Award | $0 | +1.43K | +0.08% | $0.00 | 1.79M | Jun 25, 2024 | See Footnotes | F1, F3, F4, F5, F6, F7, F8, F9 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MDGL | Non- Qualified Stock Options (right to buy) | Award | $0 | +2.21K | $0.00 | 2.21K | Jun 25, 2024 | Common Stock | 2.21K | $280.04 | See Footnotes | F2, F3, F4, F5, F6, F7, F10 | |
| transaction | MDGL | Non- Qualified Stock Options (right to buy) | Award | $0 | +2.21K | $0.00 | 2.21K | Jun 25, 2024 | Common Stock | 2.21K | $280.04 | See Footnotes | F3, F4, F5, F6, F7, F9, F10 |
| Id | Content |
|---|---|
| F1 | Includes 714 restricted stock units (each an "RSU") payable solely in common stock ("Common Stock") granted by Madrigal Pharmaceuticals, Inc. (the "Issuer") to each of Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP"), and Dr. Raymond Cheong, an employee of Baker Bros. Advisors LP (the "Adviser"), on June 25, 2024, pursuant to the Issuer's Amended 2015 Stock Plan (the "2015 Plan"). The RSUs fully vest on the first anniversary of the grant date subject to the applicable director's continuous service on the board of directors of the Issuer (the "Board") through the vesting date. Julian C. Baker and Dr. Cheong serve on the Board as representatives of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons. |
| F2 | After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and the Stock Options (as defined below) reported in column 9 of Table II held directly by or held for the benefit of 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. |
| F3 | Pursuant to the policies of the Adviser, Julian C. Baker and Dr. Cheong do not have a right to any of the Issuer's securities issued as compensation for their service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in the non-qualified stock options exercisable solely into Common Stock ("Stock Options") and RSUs. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options, RSUs and any Common Stock acquired upon the exercise of Stock Options or vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such Board Service. |
| F4 | The Adviser serves as the investment adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit of the Funds. The Adviser GP is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. |
| F5 | Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or held for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| F6 | Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs. |
| F7 | The acquisitions of the RSUs and Stock Options reported on this form represent grants to each of Julian C. Baker and Dr. Cheong of 714 RSUs on Table I and 1,105 Stock Options on Table II. These grants, totaling 1,428 RSUs and 2,210 Stock Options for Julian C. Baker and Dr. Cheong in the aggregate, are reported for each of the Funds as each has an indirect pecuniary interest in such securities. |
| F8 | Includes beneficial ownership of 2,396 shares of Common Stock received from vested RSUs each previously granted to Julian C. Baker and Dr. Cheong in their capacity as directors of the Issuer. |
| F9 | After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and the Stock Options reported in column 9 of Table II held directly by or held for the benefit of Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. |
| F10 | Includes 1,105 Stock Options granted by the Issuer to each of Julian C. Baker and Dr. Cheong on June 25, 2024, pursuant to the 2015 Plan. The Stock Options have a strike price of $280.04, fully vest on the first anniversary of the grant date subject to the applicable director's continuous service on the Board through the vesting date. and expire 7 years from the date of grant. |
Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC, and Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP, are directors of Madrigal Pharmaceuticals, Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Julian C. Baker are deemed directors by deputization of the Issuer.