Redmile Group, LLC - Aug 5, 2021 Form 3 Insider Report for Adagio Therapeutics, Inc. (IVVD)

Role
10%+ Owner
Signature
By: /s/ Jeremy Green, Managing Member of Redmile Group, LLC
Stock symbol
IVVD
Transactions as of
Aug 5, 2021
Transactions value $
$0
Form type
3
Date filed
8/5/2021, 09:07 PM
Previous filing
Jul 28, 2021
Next filing
Aug 12, 2021

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
holding IVVD Series C Preferred Stock Aug 5, 2021 Common Stock 1.92M See Footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Series C preferred stock (the "Series C Preferred") is convertible into shares of the Issuer's common stock at any time at the holder's election, or automatically upon the closing of the Issuer's initial public offering, for no consideration. The Series C Preferred has no expiration date. This Form 3 reflects that, on July 30, 2021, the Issuer effected a five-for-one forward split of its common stock, as a result of which the conversion ratio of the Series C Preferred was proportionately adjusted.
F2 The Series C Preferred are directly owned by certain private investment vehicles managed by Redmile Group, LLC ("Redmile"), including Redmile Biopharma Investments III, L.P., which directly owns 1,440,725 shares of the Series C Preferred. The reported securities may be deemed beneficially owned by Redmile as investment manager of such private investment vehicles. The reported securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Each of Redmile and Mr. Green disclaims beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that Redmile and Mr. Green are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.