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	

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3235-0287	

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	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 *
CRAVES FRED B	

(Last)	
(First)	
(Middle)	

C/O BAY CITY CAPITAL, LLC	

750 BATTERY STREET, SUITE 400	

(Street)
SAN FRANCISCO	
CA	
94111	

(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	
X	
10% Owner	

 	
Officer (give title below)	
 	
Other (specify below)	

 	

 	 	
 	3. Date of Earliest Transaction (Month/Day/Year)
07/22/2016	 	 	 	
 	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	

	 	 	
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	 	 	 	 	 	 	
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)	$12.01	07/22/2016	 	A	 	20,000	 	(1)	07/22/2026	Common Stock	20,000	$0	20,000	D	 	 	 	 	 	
Explanation of Responses:	
1. Fifty percent (50%) of the option vests on July 22, 2017 and thereafter it vests at a rate of twelve and one-half percent (12.5%) per quarter for four (4) successive quarters. The filing is late due to an administrative oversight.	
Remarks:	
Exhibit List:Exhibit 24.1 Power of Attorney	
 	/s/ Fred B. Craves	10/24/2016	
 	** 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 Michael L. 
Lawhead and Lisa A. Latham, 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.

IN WITNESS WHEREOF, the undersigned has caused this Power of 
Attorney to be executed as of this 24th day of October, 2016.

/s/ Fred Craves
__________________
Fred Craves, Ph.D.