<SEC-DOCUMENT>0001104659-25-120744.txt : 20251212
<SEC-HEADER>0001104659-25-120744.hdr.sgml : 20251212
<ACCEPTANCE-DATETIME>20251212181037
ACCESSION NUMBER:		0001104659-25-120744
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20251212
DATE AS OF CHANGE:		20251212

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MADRIGAL PHARMACEUTICALS, INC.
		CENTRAL INDEX KEY:			0001157601
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		ORGANIZATION NAME:           	03 Life Sciences
		EIN:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-82674
		FILM NUMBER:		251569385

	BUSINESS ADDRESS:	
		STREET 1:		200 BARR HARBOR DRIVE, SUITE 400
		CITY:			WEST CONSHOHOCKEN
		STATE:			PA
		ZIP:			19428
		BUSINESS PHONE:		404-380-9263

	MAIL ADDRESS:	
		STREET 1:		200 BARR HARBOR DRIVE, SUITE 400
		CITY:			WEST CONSHOHOCKEN
		STATE:			PA
		ZIP:			19428

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SYNTA PHARMACEUTICALS CORP
		DATE OF NAME CHANGE:	20010815

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Taub Rebecca
		CENTRAL INDEX KEY:			0001423898
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	MAIL ADDRESS:	
		STREET 1:		750 BATTERY STREET, SUITE 330
		CITY:			SAN FRANCISCO
		STATE:			CA
		ZIP:			94111
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
<XML>
<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:com="http://www.sec.gov/edgar/common">
  <headerData>
    <submissionType>SCHEDULE 13D/A</submissionType>
    <previousAccessionNumber>0001193125-16-666370</previousAccessionNumber>
    <filerInfo>
      <filer>
        <filerCredentials>
          <!-- Field: Pseudo-Tag; ID: Name; Data: Taub Rebecca -->
          <cik>0001423898</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>



    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>2</amendmentNo>
      <securitiesClassTitle>Common Stock, Par Value $0.0001 Per Share</securitiesClassTitle>
      <dateOfEvent>12/10/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0001157601</issuerCIK>
        <issuerCUSIP>558868105</issuerCUSIP>
        <issuerName>MADRIGAL PHARMACEUTICALS, INC.</issuerName>
        <address>
          <com:street1>Four Tower Bridge</com:street1>
          <com:street2>200 Barr Harbor Drive, Suite 200</com:street2>
          <com:city>West Conshohocken</com:city>
          <com:stateOrCountry>PA</com:stateOrCountry>
          <com:zipCode>19428</com:zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>Rebecca Taub, M.D.</personName>
          <personPhoneNum>(267) 824-2827</personPhoneNum>
          <personAddress>
            <com:street1>c/o Madrigal Pharmaceuticals, Inc.</com:street1>
            <com:street2>4 Tower Bridge, 200 Barr Harbor Dr, #200</com:street2>
            <com:city>West Conshohocken</com:city>
            <com:stateOrCountry>PA</com:stateOrCountry>
            <com:zipCode>19428</com:zipCode>
          </personAddress>
        </notificationInfo>
        <notificationInfo>
          <personName>Shannon Kelley, EVP and CLO</personName>
          <personPhoneNum>(267) 824-2827</personPhoneNum>
          <personAddress>
            <com:street1>Madrigal Pharmaceuticals, Inc.</com:street1>
            <com:street2>4 Tower Bridge, 200 Barr Harbor Dr, #200</com:street2>
            <com:city>West Conshohocken</com:city>
            <com:stateOrCountry>PA</com:stateOrCountry>
            <com:zipCode>19428</com:zipCode>
          </personAddress>
        </notificationInfo>
      </authorizedPersons>
    </coverPageHeader>
    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0001423898</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Rebecca Taub, M.D.</reportingPersonName>
        <fundType>PF</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>X1</citizenshipOrOrganization>
        <soleVotingPower>1159291.00</soleVotingPower>
        <sharedVotingPower>655540.00</sharedVotingPower>
        <soleDispositivePower>1159291.00</soleDispositivePower>
        <sharedDispositivePower>655540.00</sharedDispositivePower>
        <aggregateAmountOwned>1814831.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>7.8</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
        <commentContent>(1) The amount reported in rows 7, 9 and 11 includes (i) 436,868 shares of Common Stock held of record by the Reporting Person, (ii) 252,665 shares of Common Stock subject to stock options that are exercisable within 60 days of December 10, 2025, (iii) 6,446 shares of Common Stock subject to restricted stock units that vest within 60 days of December 10, 2025, (iv) 165,115 shares of Common Stock held of record by the Reporting Person's spouse, (v) 291,530 shares of Common Stock subject to stock options held by the Reporting Person's spouse that are exercisable within 60 days of December 10, 2025 and (vi) 6,667 shares of Common Stock subject to restricted stock units held by the Reporting Person's spouse that vest within 60 days of December 10, 2025.

(2) The amount reported in rows 8, 10 and 11 includes shares of Common Stock held of record by SQN, LLC.  The Reporting Person is a managing member of SQN and may be deemed to share voting and investment power over Common Stock that is owned by SQN.</commentContent>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Stock, Par Value $0.0001 Per Share</securityTitle>
        <issuerName>MADRIGAL PHARMACEUTICALS, INC.</issuerName>
        <issuerPrincipalAddress>
          <com:street1>Four Tower Bridge</com:street1>
          <com:street2>200 Barr Harbor Drive, Suite 200</com:street2>
          <com:city>West Conshohocken</com:city>
          <com:stateOrCountry>PA</com:stateOrCountry>
          <com:zipCode>19428</com:zipCode>
        </issuerPrincipalAddress>
        <commentText>This Amendment No. 2 ("Amendment No. 2") amends the Statement on Schedule 13D filed with the SEC on August 1, 2016, as amended on October 17, 2019 (the "Original Statement"), which relates to shares of common stock, par value $0.0001 per share ("Common Stock"), of Madrigal Pharmaceuticals, Inc., a Delaware corporation with a class of securities registered under Section 12 of the 1934 Act (the "Issuer"). The principal executive offices of the Issuer are located at 200 Barr Harbor Drive, Suite 200, West Conshohocken, Pennsylvania, 19428. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Except as otherwise described herein, the information contained in the Original Statement remains in effect. Capitalized terms used but not defined in this Amendment No. 2 shall have the respective meanings set forth with respect thereto in the Original Statement.</commentText>
      </item1>
      <item2>
        <principalJob>No changes, except as set forth below.

The present principal occupation of Dr. Taub is Senior Scientific and Medical Advisor and a member of the Board of Directors of Madrigal Pharmaceuticals, Inc.</principalJob>
      </item2>
      <item3>
        <fundsSource>No changes, except as set forth below.

Each of Dr. Taub and her spouse has received stock options, restricted stock and restricted stock unit awards from the Issuer in connection with their service as an officer and/or a member of the Board of Directors of the Issuer. In addition to the shares listed as beneficially owned in the table above, (i) Dr. Taub holds options to purchase an aggregate of 15,584 shares that are not exercisable within 60 days of December 10, 2025, 12,275 restricted stock units that will not vest within 60 days of December 10, 2025 and 10,168 shares of Common Stock subject to performance-based restricted stock units that will not vest within 60 days of December 10, 2025 (and therefore are not deemed to be beneficially owned as of the date of this filing) and (ii) Dr. Taub's spouse holds options to purchase an aggregate of 5,665 shares that are not exercisable within 60 days of December 10, 2025 and 7,382 restricted stock units that will not vest within 60 days of December 10, 2025 (and therefore are not deemed to be beneficially owned as of the date of this filing). These equity awards were granted as compensation for their service as an officer and/or a member of the Board of Directors of the Issuer. In addition, pursuant to the Issuer's compensation policies and practices, Dr. Taub and her spouse may receive additional future equity compensation in the form of stock options and/or restricted stock unit awards in connection with their service as an employee of the Issuer, or, in the case of her spouse, as members of the Board of Directors of the Issuer. Except as set forth above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Dr. Taub and any other person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

The Original Statement inadvertently excluded shares beneficially owned by Dr. Taub's spouse. Dr. Taub disclaims beneficial ownership of Common Stock owned by SQN, LLC and her spouse.</fundsSource>
      </item3>
      <item4>
        <transactionPurpose>No changes, except that the Reporting Person no longer serves as Chief Medical Officer of the Issuer; the Reporting Person serves as Senior Scientific and Medical Advisor of the Issuer and continues to serve as a member of the Board of Directors of the Issuer.</transactionPurpose>
      </item4>
      <item5>
        <percentageOfClassSecurities>The aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons is based on 22,711,420 shares of Common Stock outstanding as of October 30, 2025, as reported in the Quarterly Report on Form 10-Q filed with the SEC on November 4, 2025 by the Issuer, and is set forth in boxes 11 and 13 of the second part of the cover page to this Statement, and such information is incorporated herein by reference.</percentageOfClassSecurities>
        <numberOfShares>The amounts of Common Stock as to which the Reporting Person has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Statement, and such information is incorporated herein by reference.</numberOfShares>
        <transactionDesc>The Reporting Person has not effected any transactions related to the Common Stock during the past 60 days, except for the dispositions set forth in Annex I of this Schedule 13D (all of which previously have been reported or will be reported on Form 4s filed pursuant to Section 16(a) of the Act):

                                                                                   Annex I

                                      Information With Respect to Transactions of Common Stock

Reporting Person     Date of            Number       Type of       Price Per           Where and
Who Effected The    Transaction     of Shares     Security      Share*              How
Transaction                                                                                                      Transaction
                                                                                                                         Was
                                                                                                                         Effected

Rebecca Taub          12/10/2025       18,650         Common     $552.1487      Open market
                                                                              Stock                                  sale on
                                                                                                                         NASDAQ

Rebecca Taub          12/10/2025       5,455           Common     NA                  Charitable
                                                                              Stock                                 Gift

Spouse                    12/10/2025       24,800         Common     $552.1838      Open market
                                                                              Stock                                 sale on
                                                                                                                        NASDAQ

*The price reported is a weighted average price for shares sold in multiple transactions on the same date. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price in such range.</transactionDesc>
        <listOfShareholders>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.</listOfShareholders>
        <date5PercentOwnership>Not applicable.</date5PercentOwnership>
      </item5>
      <item6>
        <contractDescription>The information in Item 3 is incorporated by reference herein.</contractDescription>
      </item6>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>Rebecca Taub, M.D.</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Rebecca Taub, M.D.</signature>
          <title>Rebecca Taub, M.D.</title>
          <date>12/12/2025</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
  </formData>
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</DOCUMENT>
</SEC-DOCUMENT>
