ARYA Sciences Holdings IV - Jul 31, 2024 Form 4 Insider Report for ARYA Sciences Acquisition Corp IV (ARYD)

Role: 10%+ Owner
Signature: /s/ Samuel M. Cohn, as Secretary
Stock symbol: ARYD
Transactions as of: Jul 31, 2024
Transactions value $: $0
Form type: 4
Date filed: 7/31/2024, 09:43 PM
Next filing: Oct 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ARYD	Class A ordinary shares	Disposed to Issuer		-499K	-100%		0	Jul 31, 2024	Direct	F1, F2, F4

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
transaction	ARYD	Class B ordinary shares	Disposed to Issuer		-1M	-27.42%		2.65M	Jul 31, 2024	Class A ordinary shares	1M		Direct	F3, F4
transaction	ARYD	Class B ordinary shares	Disposed to Issuer		-2.65M	-100%		0	Jul 31, 2024	Class A ordinary shares	2.65M		Direct	F1, F2, F4

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

ARYA Sciences Holdings IV is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	In connection with the Business Combination Agreement, dated February 13, 2024, by and among the Issuer, Adagio Medical Holdings, Inc. (f/k/a Aja HoldCo, Inc.) ("HoldCo"), Aja Merger Sub 1 ("Merger Sub 1"), Aja Merger Sub 2, Inc. ("Merger Sub 2") and Adagio Medical, Inc. ("Adagio") (the "Business Combination Agreement" and the transactions contemplated thereby, the "Business Combination"), Merger Sub merged with and into the Issuer and Merger Sub 2 merged with and into Adagio, with each of the Issuer and Adagio becoming a wholly owned subsidiary of HoldCo, and the Reporting Person's ordinary shares of the Issuer were automatically converted into shares of common stock of HoldCo, par value $0.0001 per share (the "New Adagio Common Stock"), on a one-for-one basis.
F2	(Footnote 1 Continued) 1,147,500 of such shares of New Adagio Common Stock will be subject to share trigger price vesting and will vest if, prior to the tenth anniversary of the Business Combination closing, the post-closing share price of HoldCo equals or exceeds $24.00 per share for any 20 trading days within any 30 trading day period.
F3	In connection with the execution of the Business Combination Agreement, the Reporting Person entered into that certain Sponsor Letter Agreement, dated as of February 13, 2024, by and among the Reporting Person, the Issuer, HoldCo, Adagio and certain other individuals (the "Sponsor Letter Agreement"). Pursuant to the Sponsor Letter Agreement, the Reporting Person agreed to forfeit 1,000,000 Class B ordinary shares at, and subject to, the closing of the Business Combination for no consideration.
F4	The shares are held by the Reporting Person. The Reporting Person is governed by a board of directors consisting of two directors, Adam Stone and Michael Altman. As such, Messrs. Stone and Altman have voting and investment discretion with respect to the securities held of record by the Reporting Person and may be deemed to have shared beneficial ownership of the securities held directly by the Reporting Person.