The remainder of this cover page shall be filled out for a person’s initial filing on this form with respect to subject class of securities, and for any subsequent amendment containing information which would alter disclosures in a prior cover page.

Names of Reporting Persons

Rebecca Taub, M.D.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Source of Funds (See Instructions)

PF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

☐

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

620,742

Shared Voting Power

655,540

Sole Dispositive Power

620,742

Shared Dispositive Power

655,540

Aggregate Amount Beneficially Owned by Each Reporting Person

1,276,282

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

☐

Percent of Class Represented by Amount in Row (11)

8.17%

Type of Reporting Person (See Instructions)

IN

This Amendment is being filed by Rebecca Taub, M.D.

The business address of Dr. Taub is c/o Madrigal Pharmaceuticals, Inc., 200 Barr Harbor Drive, Suite 200, West Conshohocken, Pennsylvania, 19428.

The present principal occupation of Dr. Taub is President, Research & Development, and Chief Medical Officer of Madrigal Pharmaceuticals, Inc.

Dr. Taub has not during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Dr. Taub has not during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such a proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Dr. Taub is a United States citizen.

Dr. Taub acquired 404,132 shares in connection with the conversion of interests under the terms of a Change of Control Bonus Plan adopted by the Board of Directors and stockholders of Private Madrigal and in connection with the consummation of the Merger, after taking into account the Reverse Stock Split.

The Issuer granted Dr. Taub 30,626 shares on July 22, 2016, pursuant to restricted stock awards issued to Dr. Taub as compensation for her commencement of service as Chief Medical Officer and Executive Vice President, Research and Development of the Issuer. All shares underlying such awards were fully vested as of October 11, 2019.

Also on July 22, 2016, the Issuer granted Dr. Taub compensatory stock options to purchase an aggregate of 153,128 shares, all of which options are currently exercisable as of October 11, 2019, with an exercise price of $9.45 per share, and were granted as compensation for her commencement of service as Chief Medical Officer and Executive Vice President, Research and Development of the Issuer.

On March 2, 2017, the Issuer granted Dr. Taub compensatory stock options to purchase an aggregate of 37,300 shares, of which options to acquire 20,981 shares are currently exercisable within 60 days of October 11, 2019, with an exercise price of $15.80 per share, and were granted as compensation for her service as Chief Medical Officer and Executive Vice President, Research and Development of the Issuer.

On March 1, 2018, the Issuer granted Dr. Taub compensatory stock options to purchase an aggregate of 38,000 shares, of which options to acquire 11,875 shares are currently exercisable within 60 days of October 11, 2019, with an exercise price of $124.45 per share, and were granted as compensation for her service as Chief Medical Officer and Executive Vice President, Research and Development of the Issuer.

On March 7, 2019, the Issuer granted Dr. Taub compensatory stock options to purchase an aggregate of 38,000 shares, none of which are currently exercisable within 60 days of October 11, 2019, with an exercise price of $127.96 per share, and were granted as compensation for her service as Chief Medical Officer and Executive Vice President, Research and Development of the Issuer.

On July 10, 2019, the Issuer granted Dr. Taub options to purchase an aggregate of 8,000 shares, none of which are currently exercisable within 60 days of October 11, 2019, with an exercise price of $101.30 per share, and were granted as compensation for her new appointment to serve as President, Research & Development, in addition to her continuing service as and Chief Medical Officer.

Prior to the consummation of the Merger, SQN, LLC held convertible promissory notes of Private Madrigal which, immediately prior to the consummation of the Merger, were converted into common stock of Private Madrigal. Under the terms of the Merger Agreement, at the effective time of the Merger, SQN, LLC acquired an aggregate of 729,066 shares of common stock of the Issuer in exchange for each share of Madrigal common stock held by SQN, LLC immediately prior to the Merger, taking into account the Reverse Stock Split. Dr. Taub is a manager and member of SQN, LLC.

On June 11, 2018, SQN, LLC disposed of 73,526 shares of the Issuer’s common stock, at a price per share of $287.46, in an underwritten transaction registered by the Issuer under the Securities Act of 1933, as amended.

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

Any material change in the present capitalization or dividend policy of the Issuer;

Any other material change in the Issuer’s business or corporate structure;

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the 1934 Act; or

Any action similar to any of those enumerated above.

Dr. Taub has sole and direct beneficial ownership of 620,742 shares of common stock of the Issuer, which includes options to purchase 185,984 shares of common stock of the Issuer currently exercisable within 60 days of October 11, 2019. Dr. Taub, as a manager and member of SQN may be deemed to have beneficial ownership of 655,540 shares of common stock of the Issuer owned by SQN; however, Dr. Taub disclaims such beneficial ownership except to the extent of her pecuniary interest in such shares. The 1,276,282 shares of common stock of the Issuer beneficially owned by Dr. Taub as of October 11, 2019 represents approximately 8.17% of the Issuer’s 15,429,154 shares of common stock issued and outstanding as of October 1, 2019.

Dr. Taub has the sole investment or voting power over 620,742 shares of common stock of the Issuer reported on this Schedule 13D and separate shared power to vote and dispose of 655,540 shares of common stock of the Issuer reported on this Schedule 13D.

Except as set forth in Item 3 above, Dr. Taub has not had any other transactions in the common stock or other securities of the Issuer during the past 60 days.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities covered by this Schedule 13D.

Not applicable.

/s/ Rebecca Taub

Rebecca Taub, M.D.