Mithril II Lp - Aug 5, 2021 Form 3/A - Amendment Insider Report for Adagio Therapeutics, Inc. (IVVD)

Role: 10%+ Owner
Signature: /s/ Ajay Royan, Managing Member, Mithril II UGP LLC, General Partner of Mithril II GP LP, the General Partner of Mithril II LP
Stock symbol: IVVD
Transactions as of: Aug 5, 2021
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 8/12/2021, 09:21 PM
Date Of Original Report: Aug 5, 2021
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	Direct	F1, F2
holding	IVVD	Series B Preferred Stock	Aug 5, 2021	Common Stock	882K	Direct	F1, F2
holding	IVVD	Class C Preferred Stock	Aug 5, 2021	Common Stock	2.11M	Direct	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 UGP LLC ("UGP II") is the general partner of Mithril II GP LP ("GP II") and GP II is the general partner of II LP. Ajay Royan ("Royan"), a member of the Issuer's board of directors, is the sole managing member of UGP II and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by II LP. Peter Thiel ("Thiel") and Royan are the members of the investment committee of GP II. The investment committee makes all investment decisions with respect to shares held by II LP and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each of UGP II, GP II, Thiel and Royan disclaims beneficial ownership of the shares held by II LP, except to the extent of their respective pecuniary interests therein, if any.

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 UGP LLC ("UGP II") is the general partner of Mithril II GP LP ("GP II") and GP II is the general partner of II LP. Ajay Royan ("Royan"), a member of the Issuer's board of directors, is the sole managing member of UGP II and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by II LP. Peter Thiel ("Thiel") and Royan are the members of the investment committee of GP II. The investment committee makes all investment decisions with respect to shares held by II LP and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each of UGP II, GP II, Thiel and Royan disclaims beneficial ownership of the shares held by II LP, except to the extent of their respective pecuniary interests therein, if any.

Remarks:

This amended Form 3 is being filed to revise certain disclosures in the Form 3 filed on August 5, 2021 (the "Prior Form 3") and to add certain Reporting Persons whom were inadvertently excluded from the Prior Form 3. This amended Form 3 amends and restates in its entirety the transactions reported in the Prior Form 3.