Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * CRAVES FRED B 2. Issuer Name and Ticker or Trading Symbol MADRIGAL PHARMACEUTICALS, INC. [MDGL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BAY CITY CAPITAL LLC, , 1000 4TH STREET, SUITE 500 3. Date of Earliest Transaction (Month/Day/Year) (Street) SAN RAFAEL CA 94901 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	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	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
CRAVES FRED B C/O BAY CITY CAPITAL LLC, 1000 4TH STREET, SUITE 500 SAN RAFAEL, CA94901

Signatures

/s/ Mardi Dier, as Attorney-in-Fact	2024-05-16
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	These sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 15, 2023.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.34 to $211.33, 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 $211.34 to $212.33, inclusive.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.36 to $213.31 inclusive.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.36 to $214.34 inclusive.
(6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $214.39 to $215.27 inclusive.
(7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $215.61 to $216.58 inclusive.
(8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $216.61 to $217.23 inclusive.
(9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.64 to $218.37 inclusive.
(10)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.68 to $219.34 inclusive.
(11)	These securities are held by Bay City Capital LLC ("BCC"). Dr. Craves disclaims beneficial ownership of these securities held by BCC, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the securities by virtue of the limited liability company interests he owns in BCC.
(12)	Represents shares held indirectly by Dr. Craves through a grantor retained annuity trust.
(13)	Represents shares held indirectly by Dr. Craves through the Craves Family Foundation.
(14)	The shares underlying this stock option are fully vested.

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