FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BAY CITY CAPITAL LLC
2. Issuer Name and Ticker or Trading Symbol

MADRIGAL PHARMACEUTICALS, INC. [ MDGL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

750 BATTERY STREET, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

5/27/2020
(Street)

SAN FRANCISCO, CA 94111
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/27/2020  J(4)  360561 (4)D(4)$0.00 (4)3729141 I See Footnotes (1)(2)
Common Stock 5/27/2020  J(4)  6772 (4)D(4)$0.00 (4)81380 I See Footnotes (1)(3)
Common Stock 5/27/2020  J(4)  44903 (4)D(4)$0.00 (4)72875 D (1) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Bay City Capital LLC, a Delaware limited liability company ("BCC"), Bay City Capital Management IV LLC, a Delaware limited liability company ("Management IV"), Bay City Capital Fund IV, L.P., a Delaware limited partnership ("Fund IV"), and Bay City Capital Fund IV Co-Investment Fund, L.P., a Delaware limited partnership ("Co-Investment IV") are deemed to be a "group" for the purposes of Section 13(d) under the Securities Exchange Act of 1934. Management IV is the general partner of Fund IV and Co-Investment IV and has sole voting and dispositive power with respect to the securities held by Fund IV and Co-Investment IV. BCC, the manager of Management IV, is also an advisor to Fund IV and Co-Investment IV and has sole voting and dispositive power with respect to the securities held by Fund IV and Co-Investment IV.
(2) The securities are held by Fund IV.
(3) The securities are held by Co-Investment IV.
(4) Represents transfers, without the payment of any consideration, to their partners and employees.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BAY CITY CAPITAL LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111

X

Bay City Capital Management IV LLC
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111

X

Bay City Capital Fund IV, L.P.
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111

X

BAY CITY CAPITAL FUND IV CO INVESMENT FUND LP
750 BATTERY STREET, SUITE 400
SAN FRANCISCO, CA 94111

X


Signatures
Bay City Capital LLC, a Delaware limited liability company, By: /s/ Fred Craves, Managing Director5/29/2020
**Signature of Reporting PersonDate

Bay City Capital Management IV LLC, a Delaware limited liability company, by Bay City Capital LLC, its Manager, By: /s/ Fred Craves, Managing Director5/29/2020
**Signature of Reporting PersonDate

Bay City Capital Fund IV, L.P., a Delaware limited partnership, by Bay City Capital Management IV LLC, its General Partner, by Bay City Capital LLC, its Manager, By: /s/ Fred Craves, Managing Director5/29/2020
**Signature of Reporting PersonDate

Bay City Capital Fund IV Co-Investment Fund, L.P., a Delaware limited partnership, by Bay City Capital Management IV LLC, its General Partner, by Bay City Capital LLC, its Manager, By: /s/ Fred Craves, Managing Director5/29/2020
**Signature of Reporting PersonDate

Madrigal Pharmaceuticals (NASDAQ:MDGL)
Historical Stock Chart
From Jun 2020 to Jul 2020 Click Here for more Madrigal Pharmaceuticals Charts.
Madrigal Pharmaceuticals (NASDAQ:MDGL)
Historical Stock Chart
From Jul 2019 to Jul 2020 Click Here for more Madrigal Pharmaceuticals Charts.