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

Role
Director
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, 09:39 PM
Previous filing
Jun 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 A Preferred Stock Aug 5, 2021 Common Stock 1.81M See Footnote F1, F2
holding IVVD Series A Preferred Stock Aug 5, 2021 Common Stock 35.3K See Footnote F1, F3
holding IVVD Series A Preferred Stock Aug 5, 2021 Common Stock 12.4K See Footnote F1, F4
holding IVVD Series A Preferred Stock Aug 5, 2021 Common Stock 18.1K See Footnote F1, F5
holding IVVD Series A Preferred Stock Aug 5, 2021 Common Stock 4.38M See Footnote F1, F6
holding IVVD Series B Preferred Stock Aug 5, 2021 Common Stock 425K See Footnote F1, F2
holding IVVD Series B Preferred Stock Aug 5, 2021 Common Stock 8.29K See Footnote F1, F3
holding IVVD Series B Preferred Stock Aug 5, 2021 Common Stock 2.92K See Footnote F1, F4
holding IVVD Series B Preferred Stock Aug 5, 2021 Common Stock 4.25K See Footnote F1, F5
holding IVVD Series B Preferred Stock Aug 5, 2021 Common Stock 220K See Footnote F1, F6
holding IVVD Class C Preferred Stock Aug 5, 2021 Common Stock 618K See Footnote F1, F2
holding IVVD Class C Preferred Stock Aug 5, 2021 Common Stock 12K See Footnote F1, F3
holding IVVD Class C Preferred Stock Aug 5, 2021 Common Stock 4.23K See Footnote F1, F4
holding IVVD Class C Preferred Stock Aug 5, 2021 Common Stock 6.18K See Footnote F1, F5
holding IVVD Class C Preferred Stock Aug 5, 2021 Common Stock 160K See Footnote F1, F6
holding IVVD Class C Preferred Stock Aug 5, 2021 Common Stock 320K See Footnote F1, F7
* 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 Polaris Venture Partners V, L.P. ("PVP V"). The general partner of PVP V is Polaris Venture Management Co. V, L.L.C. ("PVM V") and may be deemed to have shared voting and investment power with respect to the shares held by PVP V. The Reporting Person is a Managing Member of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVP V. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. 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.
F3 These shares are held of record by Polaris Venture Partners Entrepreneurs' Fund V, L.P. ("PVPEF V"). The general partner of PVPEF V is PVM V and may be deemed to have shared voting and investment power with respect to the shares held by PVPEF V. The Reporting Person is a Managing Member of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPEF V. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. 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.
F4 These shares are held of record by Polaris Venture Partners Founders' Fund V, L.P. ("PVPFF V"). The general partner of PVPFF V is PVM V and may be deemed to have shared voting and investment power with respect to the shares held by PVPFF V. The Reporting Person is a Managing Member of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPFF V. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. 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.
F5 These shares are held of record by Polaris Venture Partners Special Founders' Fund V, L.P. ("PVPSFF V"). The general partner of PVPSFF V is PVM V and may be deemed to have shared voting and investment power with respect to the shares held by PVPSFF V. The Reporting Person is a Managing Member of PVM V and may be deemed to have shared voting and dispositive power over the shares held by PVPSFF V. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. 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.
F6 These shares are held of record by Polaris Partners IX, L.P. ("PP IX"). The general partner of PP IX is Polaris Partners GP IX, L.L.C. ("PP GP IX") and may be deemed to have shared voting and investment power with respect to the shares held by PP IX. The Reporting Person holds an interest in PP GP IX and may be deemed to have shared voting and investment power with respect to the shares held by PP IX. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. 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.
F7 These shares are held of record by Polaris Healthcare Technology Opportunities Fund, L.P. ("PHCT"). The general partner of PHCT is Polaris Healthcare Technology Opportunities Fund GP, L.L.C. ("PHCT GP") and may be deemed to have shared voting and investment power with respect to the shares held by PHCT. The Reporting Person holds an interest in PHCT GP and may be deemed to have shared voting and investment power with respect to the shares held by PHCT. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of the Reporting Person's pecuniary interest therein. 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