Ajay Royan - Aug 5, 2021 Form 3 Insider Report for Adagio Therapeutics, Inc. (IVVD)

Role: 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, 09:26 PM
Next filing: Aug 12, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Ownership	Footnotes
holding	IVVD	Series A Preferred Stock	Aug 5, 2021	Common Stock	6.25M	See Footnote	F1, F2
holding	IVVD	Series B Preferred Stock	Aug 5, 2021	Common Stock	882K	See Footnote	F1, F2
holding	IVVD	Series C Preferred Stock	Aug 5, 2021	Common Stock	2.11M	See Footnote	F1, F2

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

Explanation of Responses:

Id	Content
F1	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.
F2	These shares are held of record by Mithril II LP ("II LP"). Mithril II GP LP ("GP II") is general partner of II LP and may be deemed to have shared voting, investment and dispositive power with respect to shares held by II LP. The Reporting Person, a member of Issuer's board of directors, is a member of the investment committee of GP II and Managing GP and Founder of Mithril Capital Management LLC ("MCM"). MCM is a management company that manages II LP and is appointed by GP II, and as such, may be deemed to have shared voting, investment and dispositive power over shares held by II LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein, if any. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.

Content

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.

These shares are held of record by Mithril II LP ("II LP"). Mithril II GP LP ("GP II") is general partner of II LP and may be deemed to have shared voting, investment and dispositive power with respect to shares held by II LP. The Reporting Person, a member of Issuer's board of directors, is a member of the investment committee of GP II and Managing GP and Founder of Mithril Capital Management LLC ("MCM"). MCM is a management company that manages II LP and is appointed by GP II, and as such, may be deemed to have shared voting, investment and dispositive power over shares held by II LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein, if any. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Person is the beneficial owner of any securities reported herein.

Remarks:

Exhibit List --24 --Power of Attorney