Terrance McGuire - 10 Aug 2021 Form 4 Insider Report for Adagio Therapeutics, Inc. (IVVD)

Role: Director
Signature: /s/ Dorothy Vinsky, Attorney-in-Fact
Issuer symbol: IVVD
Transactions as of: 10 Aug 2021
Net transactions value: +$8,500,000
Form type: 4
Filing time: 12 Aug 2021, 21:24:56 UTC
Previous filing: 09 Aug 2021
Next filing: 23 Dec 2021
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		+2,852,425			2,852,425	10 Aug 2021	See Footnote	F1, F2
transaction	IVVD	Common Stock	Purchase	$4,552,073	+267,769	+9.4%	$17.00^*	3,120,194	10 Aug 2021	See Footnote	F2
transaction	IVVD	Common Stock	Conversion of derivative security		+55,595			55,595	10 Aug 2021	See Footnote	F1, F3
transaction	IVVD	Common Stock	Purchase	$88,723	+5,219	+9.4%	$17.00^*	60,814	10 Aug 2021	See Footnote	F3
transaction	IVVD	Common Stock	Conversion of derivative security		+19,540			19,540	10 Aug 2021	See Footnote	F1, F4
transaction	IVVD	Common Stock	Purchase	$31,178	+1,834	+9.4%	$17.00^*	21,374	10 Aug 2021	See Footnote	F4
transaction	IVVD	Common Stock	Conversion of derivative security		+28,520			28,520	10 Aug 2021	See Footnote	F1, F5
transaction	IVVD	Common Stock	Purchase	$45,526	+2,678	+9.4%	$17.00^*	31,198	10 Aug 2021	See Footnote	F5
transaction	IVVD	Common Stock	Conversion of derivative security		+4,755,460			4,755,460	10 Aug 2021	See Footnote	F1, F6
transaction	IVVD	Common Stock	Purchase	$765,000	+45,000	+0.95%	$17.00^*	4,800,460	10 Aug 2021	See Footnote	F6
transaction	IVVD	Common Stock	Conversion of derivative security		+320,160			320,160	10 Aug 2021	See Footnote	F1, F7
transaction	IVVD	Common Stock	Purchase	$3,017,500	+177,500	+55%	$17.00^*	497,660	10 Aug 2021	See Footnote	F7

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
transaction	IVVD	Series A Preferred Stock	Conversion of derivative security	$0	-361,850	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	1,809,250		See Footnote	F1, F2
transaction	IVVD	Series A Preferred Stock	Conversion of derivative security	$0	-7,052	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	35,260		See Footnote	F1, F3
transaction	IVVD	Series A Preferred Stock	Conversion of derivative security	$0	-2,479	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	12,395		See Footnote	F1, F4
transaction	IVVD	Series A Preferred Stock	Conversion of derivative security	$0	-3,619	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	18,095		See Footnote	F1, F5
transaction	IVVD	Series A Preferred Stock	Conversion of derivative security	$0	-875,000	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	4,375,000		See Footnote	F1, F6
transaction	IVVD	Series B Preferred Stock	Conversion of derivative security	$0	-85,061	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	425,305		See Footnote	F1, F2
transaction	IVVD	Series B Preferred Stock	Conversion of derivative security	$0	-1,658	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	8,290		See Footnote	F1, F3
transaction	IVVD	Series B Preferred Stock	Conversion of derivative security	$0	-583	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	2,915		See Footnote	F1, F4
transaction	IVVD	Series B Preferred Stock	Conversion of derivative security	$0	-850	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	4,250		See Footnote	F1, F5
transaction	IVVD	Series B Preferred Stock	Conversion of derivative security	$0	-44,076	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	220,380		See Footnote	F1, F6
transaction	IVVD	Series C Preferred Stock	Conversion of derivative security	$0	-123,574	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	617,870		See Footnote	F1, F2
transaction	IVVD	Series C Preferred Stock	Conversion of derivative security	$0	-2,409	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	12,045		See Footnote	F1, F3
transaction	IVVD	Series C Preferred Stock	Conversion of derivative security	$0	-846	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	4,230		See Footnote	F1, F4
transaction	IVVD	Series C Preferred Stock	Conversion of derivative security	$0	-1,235	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	6,175		See Footnote	F1, F5
transaction	IVVD	Series C Preferred Stock	Conversion of derivative security	$0	-32,016	-100%	$0.000000^*	0	10 Aug 2021	Common Stock	160,080		See Footnote	F1, F6
transaction	IVVD	Series C Preferred	Conversion of derivative security	$0	-64,032	-100%	$0.000000^*	0	10 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 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 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.