Marc Elia - Mar 28, 2022 Form 3 Insider Report for Adagio Therapeutics, Inc. (IVVD)

Role: Other*
Signature: /s/ Marc Elia
Stock symbol: IVVD
Transactions as of: Mar 28, 2022
Transactions value $: $0
Form type: 3
Date filed: 4/1/2022, 04:15 PM
Previous filing: Jun 17, 2021
Next filing: Jun 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	IVVD	Common Stock, par value $0.0001						6.4M	Mar 28, 2022	See footnote	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This Form 3 is filed by M28 Capital Management LP ("M28 Capital Management") and Marc Elia ("Mr. Elia") with respect to the securities held by certain funds and accounts to which M28 Capital Management serves as investment manager. Mr. Elia is the Chief Investment Officer of M28 Capital Management and the Managing Member of M28 Capital Management GP LLC, the general partner of M28 Capital Management. The Reporting Persons expressly disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

Content

This Form 3 is filed by M28 Capital Management LP ("M28 Capital Management") and Marc Elia ("Mr. Elia") with respect to the securities held by certain funds and accounts to which M28 Capital Management serves as investment manager. Mr. Elia is the Chief Investment Officer of M28 Capital Management and the Managing Member of M28 Capital Management GP LLC, the general partner of M28 Capital Management. The Reporting Persons expressly disclaim beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any.

Remarks:

This Form 3 is not being filed in connection with the acquisition or disposition of any securities of the Issuer. On March 28, 2022, M28 Capital Management and (i) Mithril II LP ("Mithril"), (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) Adimab, LLC, and (iv) Population Health Equity Partners III, L.P., Population Health Equity Partners VII, L.P. and Clive Meanwell (collectively, "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 is beneficially owned by Mithril, Polaris, Adimab, LLC and Population Health, and beneficial ownership of any securities of the Issuer other than those reported on this Form 3 in which they have a pecuniary interest. This filing shall not be deemed an admission that the Reporting Persons are 10% shareholders for purposes of Section 16 of the Exchange Act or an admission that such Reporting Persons are the beneficial owner of such securities for purposes of Section 16 of the Exchange Act or for any other purpose.