Baker Bros. Advisors Lp - Nov 13, 2023 Form 4 Insider Report for MADRIGAL PHARMACEUTICALS, INC. (MDGL)

Role
Director
Signature
By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing
Stock symbol
MDGL
Transactions as of
Nov 13, 2023
Transactions value $
$15,801,021
Form type
4
Date filed
11/15/2023, 05:12 PM
Previous filing
Oct 23, 2023
Next filing
Nov 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MDGL Common Stock Purchase $36.1K +265 +0.17% $136.18 154K Nov 13, 2023 See Footnotes F1, F2, F3, F4, F5, F6, F7
transaction MDGL Common Stock Purchase $428K +3.14K +0.22% $136.18 1.4M Nov 13, 2023 See Footnotes F1, F3, F4, F5, F6, F7, F8
transaction MDGL Common Stock Purchase $42.6K +311 +0.2% $136.91 154K Nov 13, 2023 See Footnotes F2, F3, F4, F5, F6, F7, F9
transaction MDGL Common Stock Purchase $506K +3.69K +0.26% $136.91 1.41M Nov 13, 2023 See Footnotes F3, F4, F5, F6, F7, F8, F9
transaction MDGL Common Stock Purchase $53.7K +390 +0.25% $137.69 155K Nov 13, 2023 See Footnotes F2, F3, F4, F5, F6, F7, F10
transaction MDGL Common Stock Purchase $638K +4.63K +0.33% $137.69 1.41M Nov 13, 2023 See Footnotes F3, F4, F5, F6, F7, F8, F10
transaction MDGL Common Stock Purchase $60.2K +427 +0.28% $140.90 155K Nov 13, 2023 See Footnotes F2, F3, F4, F5, F6, F7, F11
transaction MDGL Common Stock Purchase $715K +5.07K +0.36% $140.90 1.42M Nov 13, 2023 See Footnotes F3, F4, F5, F6, F7, F8, F11
transaction MDGL Common Stock Purchase $129K +910 +0.59% $141.45 156K Nov 13, 2023 See Footnotes F2, F3, F4, F5, F6, F7
transaction MDGL Common Stock Purchase $1.53M +10.8K +0.76% $141.45 1.43M Nov 13, 2023 See Footnotes F3, F4, F5, F6, F7, F8
transaction MDGL Common Stock Purchase $15.6K +109 +0.07% $142.86 156K Nov 13, 2023 See Footnotes F2, F3, F4, F5, F6, F7, F12
transaction MDGL Common Stock Purchase $184K +1.29K +0.09% $142.86 1.43M Nov 13, 2023 See Footnotes F3, F4, F5, F6, F7, F8, F12
transaction MDGL Common Stock Purchase $78.1K +537 +0.34% $145.46 157K Nov 13, 2023 See Footnotes F2, F3, F4, F5, F6, F7, F13
transaction MDGL Common Stock Purchase $926K +6.37K +0.45% $145.46 1.44M Nov 13, 2023 See Footnotes F3, F4, F5, F6, F7, F8, F13
transaction MDGL Common Stock Purchase $36.8K +252 +0.16% $145.98 157K Nov 13, 2023 See Footnotes F2, F3, F4, F5, F6, F7, F14
transaction MDGL Common Stock Purchase $437K +2.99K +0.21% $145.98 1.44M Nov 13, 2023 See Footnotes F3, F4, F5, F6, F7, F8, F14
transaction MDGL Common Stock Purchase $326K +2.23K +1.42% $146.21 159K Nov 13, 2023 See Footnotes F2, F3, F4, F5, F6, F7, F15
transaction MDGL Common Stock Purchase $3.86M +26.4K +1.84% $146.21 1.47M Nov 13, 2023 See Footnotes F3, F4, F5, F6, F7, F8, F15
transaction MDGL Common Stock Purchase $46.2K +299 +0.19% $154.60 159K Nov 14, 2023 See Footnotes F2, F3, F4, F5, F6, F7, F16
transaction MDGL Common Stock Purchase $548K +3.54K +0.24% $154.60 1.47M Nov 14, 2023 See Footnotes F3, F4, F5, F6, F7, F8, F16
transaction MDGL Common Stock Purchase $77.3K +507 +0.32% $152.48 160K Nov 14, 2023 See Footnotes F2, F3, F4, F5, F6, F7
transaction MDGL Common Stock Purchase $918K +6.02K +0.41% $152.48 1.48M Nov 14, 2023 See Footnotes F3, F4, F5, F6, F7, F8
transaction MDGL Common Stock Purchase $8.22K +54 +0.03% $152.21 160K Nov 14, 2023 See Footnotes F2, F3, F4, F5, F6, F7, F17
transaction MDGL Common Stock Purchase $98.3K +646 +0.04% $152.21 1.48M Nov 14, 2023 See Footnotes F3, F4, F5, F6, F7, F8, F17
transaction MDGL Common Stock Purchase $37.1K +242 +0.15% $153.25 160K Nov 14, 2023 See Footnotes F2, F3, F4, F5, F6, F7, F18
transaction MDGL Common Stock Purchase $441K +2.88K +0.19% $153.25 1.48M Nov 14, 2023 See Footnotes F3, F4, F5, F6, F7, F8, F18
transaction MDGL Common Stock Purchase $105K +683 +0.43% $153.97 161K Nov 14, 2023 See Footnotes F2, F3, F4, F5, F6, F7, F19
transaction MDGL Common Stock Purchase $1.25M +8.1K +0.55% $153.97 1.49M Nov 14, 2023 See Footnotes F3, F4, F5, F6, F7, F8, F19
transaction MDGL Common Stock Purchase $177K +1.14K +0.71% $154.78 162K Nov 14, 2023 See Footnotes F2, F3, F4, F5, F6, F7, F20
transaction MDGL Common Stock Purchase $2.1M +13.5K +0.91% $154.78 1.5M Nov 14, 2023 See Footnotes F3, F4, F5, F6, F7, F8, F20
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. These shares of common stock ("Common Stock") of Madrigal Pharmaceuticals, Inc. (the "Issuer") were traded by 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") in multiple transactions at prices ranging from $135.68 to $136.45, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "Staff"), upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
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 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 Baker Bros. Advisors LP (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. Baker Bros. Advisors (GP) LLC (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.
F4 Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or 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.
F5 Includes beneficial ownership of 2,396 previously issued restricted stock units (each, an "RSU") payable solely in Common Stock issued to each of Julian C. Baker, a managing member of the Adviser GP and Dr. Raymond Cheong, an employee of the Adviser, in their capacity as directors of the Issuer pursuant to the Issuer's Amended 2015 Stock Plan ("2015 Plan") of which the Funds may be deemed to own a portion.
F6 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 of directors of the Issuer and the Funds are entitled to an indirect proportionate pecuniary interest in the securities. The Funds each own an indirect proportionate pecuniary interest in the 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 RSUs and any Common Stock acquired upon the vesting of RSUs (i.e. no direct pecuniary interest).
F7 Pursuant to agreements between Julian C. Baker, Dr. Cheong and the Adviser and the policies of the Adviser, the Adviser has voting and dispositive power over the RSUs and any Common Stock received as a result of the vesting of RSUs.
F8 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 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.
F9 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $136.50 to $137.48, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F10 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $137.48 to $138.475, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F11 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $140.44 to $141.42, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F12 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $142.56 to $142.98, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F13 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $145.15 to $145.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F14 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $145.57 to $146.08, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F15 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $145.80 to $146.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F16 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $154.58 to $154.64, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F17 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $152.16 to $152.25, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F18 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $152.43 to $153.42, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F19 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $153.46 to $154.44, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.
F20 The price reported in Column 4 is a weighted average price. These shares were traded by 667 and Life Sciences in multiple transactions at prices ranging from $154.56 to $155.50, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff, upon request, full information regarding the number of shares traded at each separate price within the range set forth in this footnote.

Remarks:

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. This is the first of two Form 4's reporting changes in beneficial ownership. Due to space limitations in Form 4 we are thus filing these two Forms 4.