Robert Hopfner - Jul 28, 2021 Form 4 Insider Report for Rallybio Corp (RLYB)

Role
Director
Signature
/s/ Michael Greco, Attorney-in-Fact
Stock symbol
RLYB
Transactions as of
Jul 28, 2021
Transactions value $
$7,499,999
Form type
4
Date filed
8/4/2021, 05:52 PM
Previous filing
Jun 24, 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 +1.69M 1.69M Jul 28, 2021 Pivotal bioVenture Partners Fund I L.P F1, F2
transaction RLYB Common Stock Purchase $7.5M +577K +34.13% $13.00 2.27M Aug 2, 2021 Pivotal bioVenture Partners Fund I 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 B Preferred Units Other -10.8M -100% 0 Jul 28, 2021 Common Stock 1.69M Pivotal bioVenture Partners Fund I 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 B Preferred Units (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 Shares of common stock are held directly by Pivotal bioVenture Partners Fund I L.P. ("Pivotal"). Pivotal bioVenture Partners Fund I G.P., L.P. is the general partner of Pivotal. Dr. Hopfner is a managing director at Pivotal bioVenture Partners and may be deemed to share voting and dispositive power over the shares held by Pivotal. Dr. Hopfner disclaims beneficial ownership of the shares held by Pivotal except to the extent of his pecuniary interest therein.
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.