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	1.92 M		See Footnote	F1, F2

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.

Content

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.

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.