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SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Daly James M
(Last) (First) (Middle)
C/O MADRIGAL PHARMACEUTICALS, INC.
200 BARR HARBOR DRIVE, SUITE 400
(Street)
WEST CONSHOHOCKEN PA 19428
(City) (State) (Zip)
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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 04/01/2024 M 20,000 A $100.45 21,198 D
Common Stock 04/01/2024 M 1,577 A $105.08 22,775 D
Common Stock 04/01/2024 S(1) 6,809 D $255.6366(2) 15,966 D
Common Stock 04/01/2024 S(1) 7,401 D $256.5019(3) 8,565 D
Common Stock 04/01/2024 S(1) 3,604 D $257.2981(4) 4,961 D
Common Stock 04/01/2024 S(1) 1,460 D $258.2834(5) 3,501 D
Common Stock 04/01/2024 S(1) 200 D $259.11(6) 3,301 D
Common Stock 04/01/2024 S(1) 800 D $262.005(7) 2,501 D
Common Stock 04/01/2024 S(1) 178 D $263.3133(8) 2,323 D
Common Stock 04/01/2024 S(1) 351 D $264.8908(9) 1,972 D
Common Stock 04/01/2024 S(1) 500 D $265.486(10) 1,472 D
Common Stock 04/01/2024 S(1) 274 D $266.9052(11) 1,198 D
Common Stock 04/02/2024 M 10,912 A $105.08(12) 12,110 D
Common Stock 04/02/2024 S(1) 842 D $243.2559(13) 11,268 D
Common Stock 04/02/2024 S(1) 6,279 D $244.1927(14) 4,989 D
Common Stock 04/02/2024 S(1) 2,991 D $244.8946(15) 1,998 D
Common Stock 04/02/2024 S(1) 557 D $246.2958(16) 1,441 D
Common Stock 04/02/2024 S(1) 43 D $247.0342(16) 1,398 D
Common Stock 04/02/2024 S(1) 200 D $248.4508(17) 1,198 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option (Right to Buy) $100.45 04/01/2024 M 20,000 (18) 06/27/2024 Common Stock 20,000 $0.00 0 D
Stock Option (Right to Buy) $105.08 04/01/2024 M 1,577 (18) 06/17/2024 Common Stock 1,577 $0.00 10,912 D
Stock Option (Right to Buy) $105.08 04/02/2024 M 10,912 (18) 06/17/2024 Common Stock 10,912 $0.00 0 D
Explanation of Responses:
1. (1) These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 16, 2023.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $255.01 to $256.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and the footnotes below.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $256.01 to $257.00, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $257.01 to $258.00, inclusive.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $258.01 to $258.93, inclusive.
6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $259.10 to $259.12, inclusive.
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $261.59 to $262.15, inclusive.
8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $263.09 to $264.07, inclusive.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $264.11 to $265.07, inclusive.
10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $265.35 to $265.64, inclusive.
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $266.73 to $267.21, inclusive.
12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $242.58 to $243.56, inclusive.
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $243.60 to $244.58, inclusive.
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $244.61 to $245.53, inclusive.
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $245.62 to $246.54, inclusive.
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $246.72 to $247.24, inclusive.
17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $247.96 to $248.72, inclusive.
18. The shares underlying this option are fully vested and exercisable.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Mardi Dier, as Attorney-in-Fact 04/03/2024
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                           POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints Bill Sibold, Mardi Dier
and Justin Drinkwine, or any of them signing individually, the undersigned's
true and lawful attorney-in-fact (each, an "Attorney-in-Fact") to:

        (1)   complete and execute, for and on behalf of the undersigned, in the
              undersigned's capacity as an officer, director and/or beneficial
              owner of more than ten percent (10%) of any equity securities of
              Madrigal Pharmaceuticals, Inc., a Delaware corporation (the
              "Company"), Forms 3, 4 and 5, and Schedules 13D and 13G, and such
              other forms and documents, including any amendments to any of the
              foregoing, as such Attorney-In-Fact shall in his or her discretion
              determine to be required or advisable pursuant to Section 16(a)
              and Section 13(d) of the Securities Exchange Act of 1934, as
              amended (the "Exchange Act") and the rules and regulations
              promulgated thereunder, or any successor laws and regulations, as
              a consequence of, or in respect of, the undersigned's ownership,
              acquisition or disposition of securities of the Company;

        (2)   do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such forms and schedules, including any amendments
              thereto, and timely file such forms and schedules, including any
              amendments thereto, with the United States Securities and Exchange
              Commission (the "SEC"), and any securities exchange or similar
              authority; and

        (3)   take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such Attorney-in-Fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such Attorney-in-Fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such information as such Attorney-in-Fact may approve in such
              Attorney-in-Fact's discretion.

        The undersigned hereby grants to each such Attorney-in-Fact full power
and authority to do and perform each and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that each such
Attorney-in-Fact, or each such Attorney-in-Fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted.

        The undersigned acknowledges that each of the foregoing Attorneys-in-
Fact, in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigned's responsibilities
to comply with Section 16(a) and Section 13(d) of the Exchange Act.

        The undersigned agrees that each such Attorney-in-Fact may rely entirely
on information furnished orally or in writing by the undersigned to each such
Attorney-in-Fact. The undersigned also agrees to indemnify and hold harmless the
Company and each such Attorney-in-Fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based on any

untrue statement or omission of necessary facts in the information provided by
the undersigned to such Attorney-in-Fact for purposes of executing,
acknowledging, delivering and filing Forms 3, 4 and 5, and Schedules 13D and
13G, including any amendments thereto, and agrees to reimburse the Company and
each such Attorney-in-Fact for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, or Schedules 13D and
13G, with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing Attorneys-in-Fact.

                             [Signature on next page]


         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of:

                4/3/2024
            ----------------(date)


                                       /s/ James Daly
                                       ------------------------
                                       James Daly