X0206 3 2023-06-15 0 0001157601 MADRIGAL PHARMACEUTICALS, INC. MDGL 0001263508 BAKER BROS. ADVISORS LP 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 0 0 0001551139 667, L.P. 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 0 0 0001087939 BAKER JULIAN 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 0 0 0001087940 BAKER FELIX 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 0 0 0001580575 Baker Bros. Advisors (GP) LLC 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 0 0 0001363364 Baker Brothers Life Sciences LP 860 WASHINGTON STREET, 3RD FLOOR NEW YORK NY 10014 1 0 0 0 Common Stock 148821 I See Footnotes Common Stock 1396292 I See Footnotes Series A Convertible Preferred Stock Common Stock 200378 I See Footnotes Series A Convertible Preferred Stock Common Stock 1769419 I See Footnotes Series B Convertible Preferred Stock Common Stock 39250 I See Footnotes Series B Convertible Preferred Stock Common Stock 360750 I See Footnotes As a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, L.P. ("667") Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in common stock ("Common Stock") of Madrigal Pharmaceuticals, Inc. (the "Issuer") reported in column 2 of Table I and the securities reported in column 3 of Table II held directly by 667, a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to their interest in 667 and Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. Baker Bros. Advisors LP (the "Adviser") serves as the investment adviser to 667 and Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"). In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held directly by the Funds or for the benefit for Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are managing members of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held directly by the Funds or for the benefit of the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds or for the benefit of the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. As a result of their ownership interest in (i) Baker Brothers Life Sciences Capital, L.P. and (ii) Life Sciences, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 2 of Table I and the securities reported in column 3 of Table II held directly by Life Sciences, a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to their interest in Life Sciences and Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. These securities consist of Series A Convertible Preferred Stock ("Series A Preferred") of the Issuer which are convertible at any time on a 1-for-1 basis without payment or further consideration into Common Stock, subject to a 4.99% beneficial ownership limitation described below. The Series A Preferred are only convertible to the extent that as a result of such conversion the holders thereof together with their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 4.99% of the outstanding Common Stock after conversion (the "Series A Beneficial Ownership Limitation"). The Series A Preferred have no expiration date. By written notice to the Issuer, the Funds may increase or decrease the Series A Beneficial Ownership Limitation applicable to that fund to any other percentage; provided that any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Issuer. These securities consist of Series B Convertible Preferred Stock ("Series B Preferred") of the Issuer which are convertible at any time on a 1-for-1 basis without payment or further consideration into Common Stock, subject to a 4.99% beneficial ownership limitation described below. The Series B Preferred are only convertible to the extent that immediately prior to or as a result of such conversion the holders thereof together with their affiliates and any persons who are members of a Section 13(d) group with the holders or their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 4.99% of the outstanding Common Stock after conversion (the "Series B Beneficial Ownership Limitation"). The Series B Preferred have no expiration date. By written notice to the Issuer, the Funds may increase or decrease the Series B Beneficial Ownership Limitation applicable to that fund to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC and Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP were appointed as directors on June 15, 2023 to Madrigal Pharmaceuticals, Inc. (the "Issuer"). By virtue of their representation on the board of directors of the Issuer, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the reporting persons other than Julian C. Baker are deemed directors by deputization of the Issuer. By: Baker Bros. Advisors LP, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2023-06-20 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to 667, L.P., pursuant to authority granted by Baker Biotech Capital, L.P., GP to 667, L.P. Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2023-06-20 /s/ Julian C. Baker 2023-06-20 /s/ Felix J. Baker 2023-06-20 By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing 2023-06-20 Baker Bros. Advisors LP, Mgmt. Co. and Inv. Adviser to BAKER BROTHERS LIFE SCIENCES, L.P., pursuant to authority granted by Baker Brothers Life Sciences Capital, L.P., GP to Baker Brothers Life Sciences, L.P., Name: Scott L. Lessing, Title: President /s/ 2023-06-20