Tillman U. Gerngross - Aug 5, 2021 Form 3 Insider Report for Adagio Therapeutics, Inc. (IVVD)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Dorothy Vinsky, Attorney-in-Fact
Stock symbol
IVVD
Transactions as of
Aug 5, 2021
Transactions value $
$0
Form type
3
Date filed
8/5/2021, 09:17 PM
Previous filing
Jun 22, 2021
Next filing
Aug 12, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding IVVD Common Stock 1.99M Aug 5, 2021 By LLC F1

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 A Preferred Stock Aug 5, 2021 Common Stock 25M By LLC F1, F2
holding IVVD Series B Preferred Stock Aug 5, 2021 Common Stock 220K By LLC F1, F2
holding IVVD Series C Preferred Stock Aug 5, 2021 Common Stock 640K By LLC F1, F2
holding IVVD Stock Option (Right to Buy) Aug 5, 2021 Common Stock 3.42M $10.14 Direct F3
holding IVVD Stock Option (Right to Buy) Aug 5, 2021 Common Stock 963K $12.80 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares are held by Adimab, LLC (the "LLC"). The Reporting Person is an officer and member of the Board of Directors of the LLC and, as such, may be deemed to have shared voting and investment power with respect to the shares held by the LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
F2 Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible at any time at the option of the holder, without payment of additional consideration, into 5 shares of Common Stock, has no expiration date and is expected to automatically convert into shares of Common Stock immediately prior to the closing of the Issuer's initial public offering of its Common Stock.
F3 One quarter (1/4) of the options shall vest on May 7, 2022, and thereafter, the remainder of the options shall vest in 36 equal monthly installments on the 7th day of each month, subject to the Reporting Person's continuous service on each vesting date.
F4 One quarter (1/4) of the options shall vest on July 4, 2022, and thereafter, the remainder of the options shall vest in 36 equal monthly installments on the 4th day of each month, subject to the Reporting Person's continuous service on each vesting date.