Kush Parmar - 28 Jul 2021 Form 4 Insider Report for Rallybio Corp (RLYB)

Role
Director
Signature
/s/ Kush Parmar
Issuer symbol
RLYB
Transactions as of
28 Jul 2021
Net transactions value
+$7,999,992
Form type
4
Filing time
04 Aug 2021, 21:19:46 UTC
Previous filing
25 Jun 2021
Next filing
29 Jul 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RLYB Common Stock Other +2,784,626 2,784,626 28 Jul 2021 5AM Ventures V, L.P. F1, F2
transaction RLYB Common Stock Other +790,714 790,714 28 Jul 2021 5AM Opportunities I, L.P. F1, F3
transaction RLYB Common Stock Purchase $7,999,992 +615,384 +78% $13.00 1,406,098 02 Aug 2021 5AM Opportunities I, L.P. F3

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 RLYB Series A-1 Preferred Units Other -1,795,946 -100% 0 28 Jul 2021 Common Stock 282,044 5AM Ventures V, LP. F1, F2, F4
transaction RLYB Series A-2 Preferred Units Other -8,742,654 -100% 0 28 Jul 2021 Common Stock 1,372,990 5AM Ventures V, LP. F1, F2, F4
transaction RLYB Series B Preferred Units Other -7,192,795 -100% 0 28 Jul 2021 Common Stock 1,129,592 5AM Ventures V, LP. F1, F2, F4
transaction RLYB Series B Preferred Units Other -5,034,955 -100% 0 28 Jul 2021 Common Stock 790,714 5AM Opportunities I, L.P. F1, F3, F4
transaction RLYB Option (Right to Buy) Award $0 +13,440 $0.000000 13,440 28 Jul 2021 Common Stock 13,440 $13.00 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Series A-1 Preferred Units, Series A-2 Preferred Units and Series B Preferred units (collectively, the "Preferred Units") reported herein were preferred units of Rallybio Holdings, LLC. The shares of common stock of the Issuer were received on July 28, 2021 pursuant to the Plan of Liquidation and Dissolution, dated July 28, 2021, among Rallybio Holdings, LLC and its members (the "Plan of Liquidation"). Pursuant to the Plan of Liquidation, the holders of Preferred Units received approximately 6.37 shares of common stock of the Issuer for each Preferred Unit. Rallybio Holdings, LLC was subsequently dissolved. The Preferred Units had no expiration date prior to the liquidation.
F2 These securities are held directly by 5AM Ventures V, L.P. ("Ventures V"). 5AM Partners V, LLC ("Partners V") is the sole general partner of Ventures V. Dr. Parmar is a managing member of Partners V and may be deemed to share voting and investment power over the securities held by Ventures V. Dr. Parmar disclaims beneficial ownership of the securities held by Ventures V except to the extent of his pecuniary interest therein.
F3 These securities are held directly by 5AM Opportunities I, L.P. ("Opportunities I, L.P."). 5AM Opportunities I (GP), LLC ("Opportunities I (GP)") is the general partner of Opportunities I, L.P. Dr. Parmar is a managing member of Opportunities I (GP), and may be deemed to share voting and dispositive power over the securities held by Opportunities I, L.P. Dr. Parmar disclaims beneficial ownership of the securities held by Opportunities I, L.P. except to the extent of his pecuniary interest therein.
F4 Prior to the effectiveness of the Plan of Liquidation, the Preferred Units were convertible into common units of Rallybio Holdings, LLC.
F5 The option vests as to the underlying shares of Common Stock on the earlier of July 28, 2022 and the date of the first annual meeting of stockholders of the Issuer following the closing of its initial public offering.