Timothy M. Shannon - Jul 28, 2021 Form 4 Insider Report for Rallybio Corp (RLYB)

Role
Director
Signature
By: /s/ Michael Greco, Attorney-in-Fact
Stock symbol
RLYB
Transactions as of
Jul 28, 2021
Transactions value $
$999,999
Form type
4
Date filed
8/4/2021, 05:50 PM
Previous filing
Jun 16, 2021
Next filing
Jul 29, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RLYB Common Stock Other +2.33M 2.33M Jul 28, 2021 Canaan XI L.P. F1, F2
transaction RLYB Common Stock Purchase $1M +76.9K +3.3% $13.00 2.41M Aug 2, 2021 Canaan XI L.P. F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RLYB Series A-1 Preferred Units Other -1.8M -100% 0 Jul 28, 2021 Common Stock 282K Canaan XI L.P. F1, F2, F3
transaction RLYB Series A-2 Preferred Units Other -8.74M -100% 0 Jul 28, 2021 Common Stock 1.37M Canaan XI L.P. F1, F2, F3
transaction RLYB Series B Preferred Units Other -4.32M -100% 0 Jul 28, 2021 Common Stock 678K Canaan XI L.P. F1, F2, F3
transaction RLYB Option (Right to Buy) Award $0 +13.4K $0.00 13.4K Jul 28, 2021 Common Stock 13.4K $13.00 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Series A-1 Preferred Units, Series A-2 Preferred Units and Series B Preferred Units (collectively, the "Preferred Units") reported herein were preferred units of Rallybio Holdings, LLC. The shares of common stock of the Issuer were received on July 28, 2021 pursuant to the Plan of Liquidation and Dissolution, dated July 28, 2021, among Rallybio Holdings, LLC and its members (the "Plan of Liquidation"). Pursuant to the Plan of Liquidation, the holders of Preferred Units received approximately 6.37 shares of common stock of the Issuer for each Preferred Unit. Rallybio Holdings, LLC was subsequently dissolved. The Preferred Units had no expiration date prior to the liquidation.
F2 The reported securities are held directly by Canaan XI L.P. (the "Canaan Fund"). The sole general partner of the Canaan Fund is Canaan Partners XI LLC ("Canaan XI", and together with the Canaan Fund, the "Canaan Entities"), and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. The Reporting Person is a manager and member of Canaan XI. The Reporting Person disclaims Section 16 beneficial ownership in the securities held by the Canaan Entities, except to the extent of his pecuniary interest therein, if any, in such securities by virtue of the limited liability company interest he owns in Canaan XI.
F3 Prior to the effectiveness of the Plan of Liquidation, the Preferred Units were convertible into shares of common units of Rallybio Holdings, LLC.
F4 The option vests as to the underlying shares of Common Stock on the earlier of July 28, 2022 and the date of the first annual meeting of stockholders of the Issuer following the closing of its initial public offering. The option expires on July 28, 2031.