SC 13G/A 1 tm216026d5_sc13ga.htm SC 13G/A

SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. 2)*

Madrigal Pharmaceuticals, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

558868105

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 558868105

13G

Page 2 of 17 Pages


(1)	NAMES OF REPORTING PERSONS
	HealthCor Management, L.P.


(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
		(a) ¨
		(b) x

(3)	SEC USE ONLY


(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER
		0

	(6)	SHARED VOTING POWER
		902,601

	(7)	SOLE DISPOSITIVE POWER
		0

	(8)	SHARED DISPOSITIVE POWER
		902,601


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	902,601


(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨


(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.8%


(12)	TYPE OF REPORTING PERSON (see instructions)
	PN

CUSIP No. 558868105

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Page 3 of 17 Pages


(1)	NAMES OF REPORTING PERSONS
	HealthCor Associates, LLC


(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
		(a) ¨
		(b) x

(3)	SEC USE ONLY


(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER
		0

	(6)	SHARED VOTING POWER
		902,601

	(7)	SOLE DISPOSITIVE POWER
		0

	(8)	SHARED DISPOSITIVE POWER
		902,601


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	902,601


(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨


(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.8%


(12)	TYPE OF REPORTING PERSON (see instructions)
	OO - limited liability company

CUSIP No. 558868105

13G

Page 4 of 17 Pages


(1)	NAMES OF REPORTING PERSONS
	HealthCor Offshore Master Fund, L.P.


(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
		(a) ¨
		(b) x

(3)	SEC USE ONLY


(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER
		0

	(6)	SHARED VOTING POWER
		115,195

	(7)	SOLE DISPOSITIVE POWER
		0

	(8)	SHARED DISPOSITIVE POWER
		115,195


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	115,195


(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨


(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.7%


(12)	TYPE OF REPORTING PERSON (see instructions)
	PN

CUSIP No. 558868105

13G

Page 5 of 17 Pages


(1)	NAMES OF REPORTING PERSONS
	HealthCor Offshore GP, LLC


(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
		(a) ¨
		(b) x

(3)	SEC USE ONLY


(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER
		0

	(6)	SHARED VOTING POWER
		115,195

	(7)	SOLE DISPOSITIVE POWER
		0

	(8)	SHARED DISPOSITIVE POWER
		115,195


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	115,195


(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨


(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.7%


(12)	TYPE OF REPORTING PERSON (see instructions)
	OO - limited liability company

CUSIP No. 558868105

13G

Page 6 of 17 Pages


(1)	NAMES OF REPORTING PERSONS
	HealthCor Group, LLC


(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
		(a) ¨
		(b) x

(3)	SEC USE ONLY


(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER
		0

	(6)	SHARED VOTING POWER
		374,792

	(7)	SOLE DISPOSITIVE POWER
		0

	(8)	SHARED DISPOSITIVE POWER
		374,792


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	374,792


(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨


(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.4%


(12)	TYPE OF REPORTING PERSON (see instructions)
	OO - limited liability company

CUSIP No. 558868105

13G

Page 7 of 17 Pages


(1)	NAMES OF REPORTING PERSONS
	Arthur Cohen


(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
		(a) ¨
		(b) x

(3)	SEC USE ONLY


(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER
		0

	(6)	SHARED VOTING POWER
		902,601

	(7)	SOLE DISPOSITIVE POWER
		0

	(8)	SHARED DISPOSITIVE POWER
		902,601


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	902,601


(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨


(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.8%


(12)	TYPE OF REPORTING PERSON (see instructions)
	IN

CUSIP No. 558868105

13G

Page 8 of 17 Pages


(1)	NAMES OF REPORTING PERSONS
	Joseph Healey


(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
		(a) ¨
		(b) x

(3)	SEC USE ONLY


(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER
		0

	(6)	SHARED VOTING POWER
		902,601

	(7)	SOLE DISPOSITIVE POWER
		0

	(8)	SHARED DISPOSITIVE POWER
		902,601


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	902,601


(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨


(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.8%


(12)	TYPE OF REPORTING PERSON (see instructions)
	IN

CUSIP No. 558868105

13G

Page 9 of 17 Pages


(1)	NAMES OF REPORTING PERSONS
	HealthCor Sanatate Offshore Master Fund, L.P.


(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
		(a) ¨
		(b) x

(3)	SEC USE ONLY


(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER
		0

	(6)	SHARED VOTING POWER
		247,185

	(7)	SOLE DISPOSITIVE POWER
		0

	(8)	SHARED DISPOSITIVE POWER
		247,185


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	247,185


(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨


(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.6%


(12)	TYPE OF REPORTING PERSON (see instructions)
	PN

CUSIP No. 558868105

13G

Page 10 of 17 Pages


(1)	NAMES OF REPORTING PERSONS
	HealthCor Offshore II GP, LLC


(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
		(a) ¨
		(b) x

(3)	SEC USE ONLY


(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER
		0

	(6)	SHARED VOTING POWER
		247,185

	(7)	SOLE DISPOSITIVE POWER
		0

	(8)	SHARED DISPOSITIVE POWER
		247,185


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	247,185


(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨


(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.6%


(12)	TYPE OF REPORTING PERSON (see instructions)
	OO - limited liability company

CUSIP No. 558868105

13G

Page 11 of 17 Pages


(1)	NAMES OF REPORTING PERSONS
	HealthCor Therapeutics Master Fund, L.P.


(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
		(a) ¨
		(b) x

(3)	SEC USE ONLY


(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER
		0

	(6)	SHARED VOTING POWER
		12,412

	(7)	SOLE DISPOSITIVE POWER
		0

	(8)	SHARED DISPOSITIVE POWER
		12,412


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,412


(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨


(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1%


(12)	TYPE OF REPORTING PERSON (see instructions)
	PN

CUSIP No. 558868105

13G

Page 12 of 17 Pages


(1)	NAMES OF REPORTING PERSONS
	HealthCor Therapeutics GP, LLC


(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
		(a) ¨
		(b) x

(3)	SEC USE ONLY


(4)	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	(5)	SOLE VOTING POWER
		0

	(6)	SHARED VOTING POWER
		12,412

	(7)	SOLE DISPOSITIVE POWER
		0

	(8)	SHARED DISPOSITIVE POWER
		12,412


(9)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	12,412


(10)	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)	¨


(11)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1%


(12)	TYPE OF REPORTING PERSON (see instructions)
	OO - limited liability company

CUSIP No. 558868105

13G

Page 13 of 17 Pages

Item 1(a).

Name of Issuer:

Madrigal

Pharmaceuticals, Inc.

Item 1(b).

Address of Issuer's Principal Executive Offices:

Four

Tower Bridge

200

Bar Harbor Drive, Suite 200

West

Conshohocken, PA 19428

Item 2(a, b, c).

Name of Person Filing:

(i)

HealthCor Management, L.P., a Delaware limited partnership, 55 Hudson Yards, 28^th Floor, New York, NY 10001;

(ii)

HealthCor Associates, LLC, a Delaware limited liability company, 55 Hudson Yards, 28^th Floor, New York, NY 10001;

(iii)

HealthCor Offshore Master Fund, L.P., a Cayman Islands limited partnership, 55 Hudson Yards, 28^th Floor, New York, NY 10001;

(iv)

HealthCor Offshore GP, LLC, a Delaware limited liability company, 55 Hudson Yards, 28^th Floor, New York, NY 10001;

(v)

HealthCor Group, LLC, a Delaware limited liability company, 55 Hudson Yards, 28^th Floor, New York, NY 10001;

(vi)

Joseph Healey, 55 Hudson Yards, 28^th Floor, New York, NY 10001;

(vii)

Arthur Cohen, 12 South Main Street, #203 Norwalk, CT 06854;

(viii)

HealthCor Sanatate Offshore Master Fund, L.P., a Cayman Islands limited partnership, 55 Hudson Yards, 28^th Floor, New York, NY 10001;

(ix)

HealthCor Offshore II GP, LLC, a Delaware limited liability company, 55 Hudson Yards, 28^th Floor, New York, NY 10001;

(x)

HealthCor Therapeutics Master Fund, L.P., a Cayman Islands limited partnership, 55 Hudson Yards, 28^th Floor, New York, NY 10001; and

(xi)

HealthCor Therapeutics GP, LLC, a Delaware limited liability company, 55 Hudson Yards, 28^th Floor, New York, NY 10001.

Both

Mr. Healey and Mr. Cohen are United States citizens.

The

persons at (i) through (xi) above are collectively referred to herein as the "Reporting Persons".

CUSIP No. 558868105

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Page 14 of 17 Pages

Item 2(d).

Title of Class of Securities: Common Stock (the "Common Stock")

Item 2(e).

CUSIP Number: 558868105

Item 3.

Not applicable.

Item 4.

Ownership.

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

Collectively, HealthCor Offshore Master Fund, L.P., HealthCor Market Neutral Master Fund, L.P. and HealthCor Sanatate Offshore Master Fund, L.P. (each a "Fund" and together, the "Funds") are the beneficial owners of a total of 374,792 shares of the Common Stock of the Issuer. In addition, HealthCor Management, L.P. manages separately managed accounts that collectively hold a total of 527,809 shares of the Common Stock of the Issuer.

HealthCor Offshore GP, LLC is the general partner of HealthCor Offshore Master Fund, L.P. Accordingly, HealthCor Offshore GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P. HealthCor Group, LLC is the managing member of HealthCor Offshore GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Offshore Master Fund, L.P.

HealthCor Offshore II GP, LLC is the general partner of HealthCor Sanatate Offshore Master Fund, L.P. Accordingly, HealthCor Offshore II GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Sanatate Offshore Master Fund, L.P. HealthCor Group, LLC is the managing member of HealthCor Offshore II GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Sanatate Offshore Master Fund, L.P.

HealthCor Therapeutics GP, LLC is the general partner of HealthCor Therapeutics Master Fund, L.P. Accordingly, HealthCor Therapeutics GP, LLC may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Therapeutics Fund, L.P. HealthCor Group, LLC is the managing member of HealthCor Therapeutics GP, LLC and, therefore, may be deemed to beneficially own the shares of Common Stock that are beneficially owned by HealthCor Therapeutics Master Fund, L.P.

CUSIP No. 558868105

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Page 15 of 17 Pages

By virtue of its position as the investment manager of the Funds, HealthCor Management, L.P. may be deemed a beneficial owner of all the shares of Common Stock owned by the Funds, as well as those it manages through separately managed accounts. HealthCor Associates, LLC is the general partner of HealthCor Management, L.P. and thus may also be deemed to beneficially own the shares of Common Stock that are beneficially owned by the Funds or managed through such accounts.

As the Managers of HealthCor Associates, LLC, Arthur Cohen and Joseph Healey exercise both voting and investment power with respect to the shares of Common Stock reported herein, and therefore each may be deemed a beneficial owner of such Common Stock.

Each of the Reporting Persons hereby disclaims any beneficial ownership of any such shares of Common Stock in excess of their actual pecuniary interest therein.

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person. Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable

Item 8.

Identification and Classification of Members of the Group. See Exhibit I.

Item 9.

Notice of Dissolution of Group. Not Applicable

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits:

Exhibit I:

Joint Acquisition Statement

CUSIP No. 558868105

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Page 16 of 17 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED: February 12, 2021

HEALTHCOR MANAGEMENT, L.P.

	By:	HealthCor Associates, LLC, its general partner

	/s/ Anabelle P. Gray
	Name:	Anabelle P. Gray
	Title:	General Counsel

	HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner of behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.

		By:	HealthCor Group, LLC, its general partner

		/s/ Anabelle P. Gray
		Name:	Anabelle P. Gray
		Title:	General Counsel

CUSIP No. 558868105

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Page 17 of 17 Pages

HEALTHCOR OFFSHORE II GP, LLC, for itself and as general partner of behalf of HEALTHCOR SANATATE OFFSHORE MASTER FUND, L.P.

	By:	HealthCor Group, LLC, its general partner

	/s/ Anabelle P. Gray
	Name:	Anabelle P. Gray
	Title:	General Counsel

HEALTHCOR THERAPEUTICS GP, LLC, for itself and as general partner of behalf of HEALTHCOR THERAPEUTICS MASTER FUND, L.P.

	By:	HealthCor Group, LLC, its general partner

	/s/ Anabelle P. Gray
	Name:	Anabelle P. Gray
	Title:	General Counsel

HEALTHCOR ASSOCIATES, LLC

	/s/ Anabelle P. Gray
	Name:	Anabelle P. Gray
	Title:	General Counsel

HEALTHCOR GROUP, LLC

	/s/ Anabelle P. Gray
	Name :	Anabelle P. Gray
	Title :	General Counsel

	JOSEPH HEALEY, Individually

		/s/ Joseph Healey

	ARTHUR COHEN, Individually

		/s/ Arthur Cohen