Terrance McGuire - 05 Aug 2021 Form 3 Insider Report for Adagio Therapeutics, Inc. (IVVD)

Role: Director
Signature: /s/ Dorothy Vinsky, Attorney-in-Fact
Issuer symbol: IVVD
Transactions as of: 05 Aug 2021
Net transactions value: $0
Form type: 3
Filing time: 05 Aug 2021, 21:39:47 UTC
Previous filing: 28 Jun 2021
Next filing: 12 Aug 2021
SEC: View on sec.gov

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							05 Aug 2021	Common Stock	1,809,250		See Footnote	F1, F2
holding	IVVD	Series A Preferred Stock							05 Aug 2021	Common Stock	35,260		See Footnote	F1, F3
holding	IVVD	Series A Preferred Stock							05 Aug 2021	Common Stock	12,395		See Footnote	F1, F4
holding	IVVD	Series A Preferred Stock							05 Aug 2021	Common Stock	18,095		See Footnote	F1, F5
holding	IVVD	Series A Preferred Stock							05 Aug 2021	Common Stock	4,375,000		See Footnote	F1, F6
holding	IVVD	Series B Preferred Stock							05 Aug 2021	Common Stock	425,305		See Footnote	F1, F2
holding	IVVD	Series B Preferred Stock							05 Aug 2021	Common Stock	8,290		See Footnote	F1, F3
holding	IVVD	Series B Preferred Stock							05 Aug 2021	Common Stock	2,915		See Footnote	F1, F4
holding	IVVD	Series B Preferred Stock							05 Aug 2021	Common Stock	4,250		See Footnote	F1, F5
holding	IVVD	Series B Preferred Stock							05 Aug 2021	Common Stock	220,380		See Footnote	F1, F6
holding	IVVD	Class C Preferred Stock							05 Aug 2021	Common Stock	617,870		See Footnote	F1, F2
holding	IVVD	Class C Preferred Stock							05 Aug 2021	Common Stock	12,045		See Footnote	F1, F3
holding	IVVD	Class C Preferred Stock							05 Aug 2021	Common Stock	4,230		See Footnote	F1, F4
holding	IVVD	Class C Preferred Stock							05 Aug 2021	Common Stock	6,175		See Footnote	F1, F5
holding	IVVD	Class C Preferred Stock							05 Aug 2021	Common Stock	160,080		See Footnote	F1, F6
holding	IVVD	Class C Preferred Stock							05 Aug 2021	Common Stock	320,160		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