Adimab, LLC - Mar 3, 2022 Form 4 Insider Report for Adagio Therapeutics, Inc. (IVVD)

Signature
/s/ Philip Chase, General Counsel
Stock symbol
IVVD
Transactions as of
Mar 3, 2022
Transactions value $
$0
Form type
4
Date filed
4/1/2022, 04:08 PM
Previous filing
Aug 12, 2021
Next filing
Jan 22, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IVVD Common Stock Other -1.16M -4.16% 26.7M Mar 3, 2022 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the resignation of Dr. Tillman Gerngross from the Issuer's Board of directors, the Issuer repurchased 1,158,089 shares of restricted common stock from the Reporting Person for aggregate consideration of $2,316.18.

Remarks:

This Form 4 is not being filed in connection with the acquisition or disposition of any securities of the Issuer. As disclosed by (among others) the Reporting Person 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 ("II LP") and (i) M28 Capital Management LP (together with certain of its affiliates, "M28"), (ii) Polaris Venture Partners V, L.P., Polaris Venture Partners Entrepreneurs' Fund V, L.P., Polaris Venture Partners Founders' Fund V, L.P., Polaris Venture Partners Special Founders' Fund V, L.P., Polaris Partners IX, L.P. and Polaris Healthcare Technology Opportunities Fund, L.P. (collectively, "Polaris"), (iii) the Reporting Person 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 Reporting Person may be deemed to be part of a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) comprised of the Reporting Person and such other persons. The Reporting Person expressly disclaims beneficial ownership over any Common Stock that they may be deemed to beneficially own solely by reason of the agreement reached among II LP, M28, Polaris, Adimab, LLC and Population Health, and beneficial ownership of any securities of the Issuer other than those previously reported by the Reporting Person on Form 4.