Tillman U. Gerngross - 10 Aug 2021 Form 4 Insider Report for Adagio Therapeutics, Inc. (IVVD)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Dorothy Vinsky, Attorney-in-Fact
Issuer symbol: IVVD
Transactions as of: 10 Aug 2021
Net transactions value: $0
Form type: 4
Filing time: 12 Aug 2021, 21:23:40 UTC
Previous filing: 05 Aug 2021
Next filing: 01 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	IVVD	Common Stock	Conversion of derivative security		+25,860,700	+1303%		27,845,995	10 Aug 2021	See Footnote	F1, F2

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	IVVD	Series A Preferred Stock	Conversion of derivative security	$0	-5,000,000	-100%	$0.000000^*	10 Aug 2021	Common Stock	25,000,000	See Footnote	F1, F2
transaction	IVVD	Series B Preferred Stock	Conversion of derivative security	$0	-44,076	-100%	$0.000000^*	10 Aug 2021	Common Stock	220,380	See Footnote	F1, F2
transaction	IVVD	Series C Preferred Stock	Conversion of derivative security	$0	-128,064	-100%	$0.000000^*	10 Aug 2021	Common Stock	640,320	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 automatically converted, without payment of additional consideration, into Common Stock on a 5:1 basis immediately prior to the closing of the Issuer's initial public offering of its Common Stock and had no expiration date.
F2	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.

Content

Each share of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock automatically converted, without payment of additional consideration, into Common Stock on a 5:1 basis immediately prior to the closing of the Issuer's initial public offering of its Common Stock and had no expiration date.

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.