Polaris Venture Partners V, L.P. - Mar 28, 2022 Form 3 Insider Report for Adagio Therapeutics, Inc. (IVVD)

Role
Other*
Signature
/s/ Lauren Crockett, as attorney in fact for Polaris Venture Management Co. V, L.L.C., general partner of Polaris Venture Partners V, L.P.
Stock symbol
IVVD
Transactions as of
Mar 28, 2022
Transactions value $
$0
Form type
3
Date filed
3/30/2022, 06:19 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding IVVD Common Stock 3.12M Mar 28, 2022 See Footnote F1
holding IVVD Common Stock 60.8K Mar 28, 2022 See Footnote F2
holding IVVD Common Stock 21.4K Mar 28, 2022 See Footnote F3
holding IVVD Common Stock 31.2K Mar 28, 2022 See Footnote F4
holding IVVD Common Stock 4.8M Mar 28, 2022 See Footnote F5, F6
holding IVVD Common Stock 498K Mar 28, 2022 See Footnote F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares are held of record by Polaris Venture Partners V, L.P. ("PVP V"). The general partner of PVP V is Polaris Venture Management Co. V, L.L.C. ("PVM V") and may be deemed to have shared voting and investment power with respect to the shares held by PVP V. Each of Jonathan A. Flint ("Flint") and Terrance G. McGuire ("McGuire") are the managing members of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVP V. Each of PVM V, Flint and McGuire disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. McGuire is a director of the Issuer and, accordingly, files separate Section 16 reports.
F2 These shares are held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPEF V"). The general partner of PVPEF V is PVM V and may be deemed to have shared voting and investment power with respect to the shares held by PVPEF V. Flint and McGuire are the managing members of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPEF V. Each of PVM V, Flint and McGuire disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. McGuire is a director of the Issuer and, accordingly, files separate Section 16 reports.
F3 These shares are held of record by Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"). The general partner of PVPFF V is PVM V and may be deemed to have shared voting and investment power with respect to the shares held by PVPFF V. Flint and McGuire are the managing members of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPEF V. Each of PVM V, Flint and McGuire disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. McGuire is a director of the Issuer and, accordingly, files separate Section 16 reports.
F4 These shares are held of record by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V"). The general partner of PVPSFF V is PVM V and may be deemed to have shared voting and investment power with respect to the shares held by PVPSFF V. Flint and McGuire are the managing members of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPEF V. Each of PVM V, Flint and McGuire disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein. McGuire is a director of the Issuer and, accordingly, files separate Section 16 reports.
F5 These shares are held of record by Polaris Partners IX, L.P. ("PP IX"). The general partner of PP IX is Polaris Partners GP IX, L.L.C. ("PPGP IX") and may be deemed to have shared voting and investment power with respect to the shares held by PP IX. Each of David Barrett ("Barrett"), Brian Chee ("Chee"), Amir Nashat ("Nashat") and Amy Schulman ("Schulman") are the managing members of PPGP IX (collectively, the "PPGP IX Managing Members"), and McGuire is an interest holder in PPGP IX, and may be deemed to have shared voting and dispositive power over the shares held by PP IX. Each of PPGP IX, the PPGP IX Managing Members and McGuire disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
F6 (Continued from footnote 5) McGuire is a director of the Issuer and, accordingly, files separate Section 16 reports.
F7 These shares are held of record by Polaris Healthcare Technology Opportunities Fund, L.P. ("PHCT"). The general partner of PHCT is Polaris Healthcare Technology Opportunities Fund GP, L.L.C. ("PHCT GP") and may be deemed to have shared voting and investment power with respect to the shares held by PHCT. Each of Barrett, Chee, Nashat and Schulman are the managing members of PHCT GP (collectively, the "PHCT GP Managing Members"), and McGuire is an interest holder in PHCT GP, and may be deemed to have shared voting and dispositive power over the shares held by PHCT. Each of PHCT GP, the PHCT GP Managing Members and McGuire disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any one of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their respective pecuniary interests therein.
F8 (Continued from footnote 7) McGuire is a director of the Issuer and, accordingly, files separate Section 16 reports.

Remarks:

This form 3 is not being filed in connection with the acquisition or deposition of any securities of the issuer. As disclosed by (among others) the Reporting Persons on an amendment to a Report on Schedule 13D filed in respect of the Issuer on the date hereof, on March 28, 2022, Mithril II LP ("Mithril"), and (i) M28 Capital Management LP (together with certain of its affiliates, "M28"), (ii) PVP V, PVPEF V, PVPFF V, PVPSFF V, PP IX, and PHCT (each as defined below, and collectively, "Polaris"), (iii) Adimab, LLC and (iv) Population Health Equity Partners III, L.P., Population Health Equity Partners VII, L.P. and Clive Meanwell ("Population Health"), orally agreed to coordinate and cooperate in certain of their activities with regard to the Issuer, which agreement was subsequently memorialized, also on March 28, 2022, in an email circulated among representatives of such persons. That agreement provides that each such person will vote its shares of Common Stock in favor of the election of certain director nominees at the Issuer's 2022 annual meeting. By virtue of such agreement, the forgoing persons may be deemed to be part of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) comprised of such persons. The Reporting Persons expressly disclaim beneficial ownership over any Common Stock that they may be deemed to beneficially own solely by reason of the agreement reached among Mithril, M28, Polaris, Adimab, LLC and Population Health, and beneficial ownership of any securities of the Issuer other than those reported on this Form 3.