MADRIGAL PHARMACEUTICALS INC
For the period ended Mar 31, 2024. Filed May 7, 2024.
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Mar 31, 2024 · Filed May 7, 2024
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Item 5. Other Information
During the quarter ended March 31, 2024, no director or officer of the Company adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Director and Executive Officer 10b5-1 Plans
Our Section 16 officers and directors may enter into plans or arrangements for the purchase or sale of our securities that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. Such plans and arrangements must comply in all respects with our insider trading policies, including our policy governing entry into and operation of 10b5-1 plans and arrangements.
As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, certain of our Section 16 officers and directors adopted Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K of the Exchange Act) during the quarter ended December 31, 2023. In addition to the plans disclosed in our Form 10-K, our director Fred B. Craves, Ph.D. also adopted a Rule 10b5-1 trading arrangement on December 15, 2023 for the sale of up to 52,489 shares of our common stock through August 31, 2024, which arrangement was inadvertently not disclosed in the Form 10-K.
The following table shows the number of shares of our common stock subject to the current Rule 10b5-1 trading arrangements of our Section 16 officers and directors in place as of May 3, 2024:
| Name of Director or Section 16 Officer | Title of Director or Section 16 Officer | Date of Adoption, Modification, or Termination | Duration of the Plan | Aggregate Number of Shares of Common Stock that may be Sold under the Plan |
|---|---|---|---|---|
| Richard Levy, MD | Director | 11/30/2023 | June 16, 2025 | 15,000 |
| Fred B. Craves, Ph.D. | Director | 12/15/2023 | August 31, 2024 | 52,489 |
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