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  4. [Form 4] MADRIGAL PHARMACEUTICALS, INC. Insider Trading Activity

Madrigal (MDGL) Baker Bros.-aligned directors receive RSU and option awards

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BAKER BROS. ADVISORS LP reported acquisition or exercise transactions in this Form 4 filing.

Madrigal Pharmaceuticals reported equity compensation awards related to board service by representatives of Baker Bros.-affiliated funds. On June 17, 2026, a total of 908 restricted stock units (RSUs) and 1,532 non-qualified stock options tied to Madrigal common stock were granted in the aggregate to Julian C. Baker and Dr. Raymond Cheong, who serve on the board as representatives of 667, L.P. and Baker Brothers Life Sciences, L.P. The stock options have a strike price of $499.86, fully vest on the earlier of June 17, 2027 or the 2027 annual stockholder meeting, and expire 10 years from grant. The filing explains that the Baker funds have an indirect proportionate pecuniary interest in these securities, the investment adviser has voting and dispositive power, and various Baker entities disclaim beneficial ownership except to the extent of their pecuniary interest. No open-market purchases or sales are reported; all transactions are classified as grants or awards.

Positive

  • None.

Negative

  • None.

Insights

Routine board-compensation grants to Baker-affiliated directors; no open-market trading.

The transactions show RSU and non-qualified stock option grants to Julian C. Baker and Dr. Raymond Cheong for service on Madrigal’s board, reported through Baker Bros.-affiliated funds. All four entries carry code A, indicating grants or other acquisitions rather than market buys or sales.

The options cover 1,532 shares at a strike of $499.86, vest in 2027, and expire in 2036, while 908 RSUs deliver common stock on vesting. Footnotes clarify that the Funds and related general partners have indirect pecuniary interests, the Adviser controls voting and investment power, and various Baker entities disclaim beneficial ownership beyond their economic stake.

Because these are standard director-compensation awards with no immediate cash transactions or open-market trades, the informational value for shareholders is mainly confirmation of ongoing board equity alignment with Madrigal rather than a change in investment thesis.

Insider BAKER BROS. ADVISORS LP, 667, L.P., Baker Bros. Advisors (GP) LLC, Baker Brothers Life Sciences LP, BAKER FELIX, BAKER JULIAN
Role null | null | null | null | null | null
Type Security Shares Price Value
Grant/Award Non-Qualified Stock Options (right to buy) 1,532 $0.00 --
Grant/Award Non-Qualified Stock Options (right to buy) 1,532 $0.00 --
Grant/Award Common Stock 908 $0.00 --
Grant/Award Common Stock 908 $0.00 --
Holdings After Transaction: Non-Qualified Stock Options (right to buy) — 1,532 shares (Indirect, See Footnotes); Common Stock — 203,721 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Includes 454 restricted stock units (each an "RSU") payable solely in common stock ("Common Stock") granted by Madrigal Pharmaceuticals, Inc. (the "Issuer") to each of Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP"), and Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP (the "Adviser"), on June 17, 2026, pursuant to the Issuer's 2026 Stock Plan (the "2026 Plan"). The RSUs fully vest on the earlier of (i) June 17, 2027 and (ii) the date of the Issuer's annual meeting of stockholders to be held in 2027, subject to the applicable director's continuous service with the Issuer through such vesting date. Julian C. Baker and Dr. Cheong serve on the board of directors of the Issuer (the "Board") as representatives of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and the Stock Options (as defined below) reported in column 9 of Table II held directly by or held for the benefit of 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. Pursuant to the policies of the Adviser, Julian C. Baker and Dr. Cheong do not have a right to any of the Issuer's securities issued as compensation for their service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in the non-qualified stock options exercisable solely into Common Stock ("Stock Options") and RSUs. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options, RSUs and any Common Stock acquired upon the exercise of Stock Options or vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such Board service. The Adviser serves as the investment adviser to 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 of the Funds. 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 or held 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. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs. The acquisitions of the RSUs and Stock Options reported on this form represent grants to each of Julian C. Baker and Dr. Cheong of 454 RSUs on Table I and 766 Stock Options on Table II. These grants, totaling 908 RSUs and 1,532 Stock Options for Julian C. Baker and Dr. Cheong in the aggregate, are reported for each of the Funds as each has an indirect pecuniary interest in such securities. Includes beneficial ownership of 3,825 shares of Common Stock received from vested RSUs each previously granted to Julian C. Baker and Dr. Cheong in their capacity as directors of the Issuer. After giving effect to the transactions reported herein and 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 5 of Table I and the Stock Options reported in column 9 of Table II held directly by or held for the benefit of 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. Includes 766 Stock Options granted by the Issuer to each of Julian C. Baker and Dr. Cheong on June 17, 2026, pursuant to the 2026 Plan. The Stock Options have a strike price of $499.86, fully vest on the earlier of (i) June 17, 2027 and (ii) the date of the Issuer's annual meeting of stockholders to be held in 2027, subject to the applicable director's continuous service with the Issuer through such vesting date, and expire 10 years from the date of grant.
RSUs granted 908 RSUs Aggregate RSU grants to Julian C. Baker and Dr. Cheong on June 17, 2026
Stock options granted 1,532 options Aggregate non-qualified stock options granted on June 17, 2026
Option strike price $499.86 per share Non-qualified stock options exercisable into common stock
Option expiration June 17, 2036 10 years from grant date for the stock options
Holdings after transaction (Fund 1) 1,948,876 shares Common stock reported in column 5 after RSU grant for one fund
Holdings after transaction (Fund 2) 203,721 shares Common stock reported in column 5 after RSU grant for another fund
restricted stock units ("RSU") financial
"Includes 454 restricted stock units (each an "RSU") payable solely in common stock"
non-qualified stock options financial
"Includes 766 Stock Options granted by the Issuer to each of Julian C. Baker"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
indirect pecuniary interest financial
"each may be deemed to have an indirect pecuniary interest in Common Stock"
asset-based management fee financial
"the Adviser receives an asset-based management fee that does not confer any pecuniary interest"
voting and dispositive power financial
"the Adviser has voting and dispositive power over the Stock Options, RSUs"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BAKER BROS. ADVISORS LP
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
MADRIGAL PHARMACEUTICALS, INC. [ MDGL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/17/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock06/17/2026A908(1)A$0203,721ISee Footnotes(2)(3)(4)(5)(6)(7)(8)
Common Stock06/17/2026A908(1)A$01,948,876ISee Footnotes(3)(4)(5)(6)(7)(8)(9)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Non-Qualified Stock Options (right to buy)$499.8606/17/2026A1,532(10) (10)06/17/2036Common Stock1,532$01,532ISee Footnotes(2)(3)(4)(5)(6)(7)
Non-Qualified Stock Options (right to buy)$499.8606/17/2026A1,532(10) (10)06/17/2036Common Stock1,532$01,532ISee Footnotes(3)(4)(5)(6)(7)(9)
1. Name and Address of Reporting Person*
BAKER BROS. ADVISORS LP
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
667, L.P.
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Baker Bros. Advisors (GP) LLC
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Baker Brothers Life Sciences LP
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BAKER FELIX
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
BAKER JULIAN
(Last)(First)(Middle)
860 WASHINGTON STREET, 3RD FLOOR
(Street)
NEW YORK NEW YORK 10014
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Includes 454 restricted stock units (each an "RSU") payable solely in common stock ("Common Stock") granted by Madrigal Pharmaceuticals, Inc. (the "Issuer") to each of Julian C. Baker, a managing member of Baker Bros. Advisors (GP) LLC (the "Adviser GP"), and Dr. Raymond Cheong, a full-time employee of Baker Bros. Advisors LP (the "Adviser"), on June 17, 2026, pursuant to the Issuer's 2026 Stock Plan (the "2026 Plan"). The RSUs fully vest on the earlier of (i) June 17, 2027 and (ii) the date of the Issuer's annual meeting of stockholders to be held in 2027, subject to the applicable director's continuous service with the Issuer through such vesting date. Julian C. Baker and Dr. Cheong serve on the board of directors of the Issuer (the "Board") as representatives of 667, L.P. ("667") and Baker Brothers Life Sciences, L.P. ("Life Sciences", and together with 667, the "Funds") and their affiliates and control persons.
2. After giving effect to the transactions reported herein and as a result of their ownership interest in (i) Baker Biotech Capital, L.P. and (ii) 667, Julian C. Baker and Felix J. Baker each may be deemed to have an indirect pecuniary interest in Common Stock reported in column 5 of Table I and the Stock Options (as defined below) reported in column 9 of Table II held directly by or held for the benefit of 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.
3. Pursuant to the policies of the Adviser, Julian C. Baker and Dr. Cheong do not have a right to any of the Issuer's securities issued as compensation for their service on the Board and the Funds are entitled to an indirect proportionate pecuniary interest in such securities. The Funds each own an indirect proportionate pecuniary interest in the non-qualified stock options exercisable solely into Common Stock ("Stock Options") and RSUs. Solely as a result of their ownership interest in (i) the general partners of the Funds and (ii) the Funds, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in the Stock Options, RSUs and any Common Stock acquired upon the exercise of Stock Options or vesting of RSUs (i.e. no direct pecuniary interest) issued as compensation for such Board service.
4. The Adviser serves as the investment adviser to 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 of the Funds. 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.
5. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by or held 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.
6. Pursuant to the policies of the Adviser, the Adviser has voting and dispositive power over the Stock Options, RSUs and any Common Stock received as a result of the exercise of Stock Options or vesting of RSUs.
7. The acquisitions of the RSUs and Stock Options reported on this form represent grants to each of Julian C. Baker and Dr. Cheong of 454 RSUs on Table I and 766 Stock Options on Table II. These grants, totaling 908 RSUs and 1,532 Stock Options for Julian C. Baker and Dr. Cheong in the aggregate, are reported for each of the Funds as each has an indirect pecuniary interest in such securities.
8. Includes beneficial ownership of 3,825 shares of Common Stock received from vested RSUs each previously granted to Julian C. Baker and Dr. Cheong in their capacity as directors of the Issuer.
9. After giving effect to the transactions reported herein and 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 5 of Table I and the Stock Options reported in column 9 of Table II held directly by or held for the benefit of 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.
10. Includes 766 Stock Options granted by the Issuer to each of Julian C. Baker and Dr. Cheong on June 17, 2026, pursuant to the 2026 Plan. The Stock Options have a strike price of $499.86, fully vest on the earlier of (i) June 17, 2027 and (ii) the date of the Issuer's annual meeting of stockholders to be held in 2027, subject to the applicable director's continuous service with the Issuer through such vesting date, and expire 10 years from the date of grant.
Remarks:
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, are directors of 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. Lessing06/18/2026
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. Lessing06/18/2026
/s/ Julian C. Baker06/18/2026
/s/ Felix J. Baker06/18/2026
By: Baker Bros. Advisors (GP) LLC, Name: Scott L. Lessing, Title: President /s/ Scott L. Lessing06/18/2026
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., /s/ Name: Scott L. Lessing, Title: President06/18/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Madrigal (MDGL) report for Baker Bros. entities?

Madrigal reported equity compensation grants, not market trades, for Baker-affiliated board representatives. The filing shows awards of 908 RSUs and 1,532 non-qualified stock options linked to common stock, all coded as acquisitions under a grant or award classification.

How many RSUs and stock options were granted in this Madrigal (MDGL) Form 4?

The Form 4 reports grants totaling 908 restricted stock units and 1,532 non-qualified stock options. These awards were made in the aggregate to Julian C. Baker and Dr. Raymond Cheong for their board service, with indirect pecuniary interests allocated to affiliated Baker funds.

What is the strike price and vesting schedule of the Madrigal (MDGL) stock options?

The non-qualified stock options have a strike price of $499.86 and fully vest on the earlier of June 17, 2027 or Madrigal’s 2027 annual stockholder meeting. They expire 10 years from the June 17, 2026 grant date, aligning with typical long-term director compensation structures.

Were there any open-market buys or sells in this Madrigal (MDGL) Form 4?

No open-market purchases or sales are reported. All transactions carry code A, indicating grants, awards, or other acquisitions. The activity reflects equity compensation for board service, rather than discretionary trading decisions in Madrigal’s stock by the reporting persons or funds.

Who has voting and investment power over the Madrigal (MDGL) securities in this filing?

The filing states that Baker Bros. Advisors LP, as the Adviser, has complete and unlimited voting and investment discretion over securities held directly by or for the benefit of the funds. Various Baker entities disclaim beneficial ownership except to the extent of their indirect pecuniary interests.

How are Felix and Julian Baker economically exposed to these Madrigal (MDGL) grants?

Felix and Julian Baker may be deemed to have indirect pecuniary interests through ownership in the general partners of the funds and the funds themselves. Footnotes explain they share in allocations of profits but formally disclaim beneficial ownership beyond their economic interest in those Madrigal securities.