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

Role: Director
Signature: /s/ Dorothy Vinsky, Attorney-in-Fact
Stock symbol: IVVD
Transactions as of: Aug 10, 2021
Transactions value $: $8,500,000
Form type: 4
Date filed: 8/12/2021, 09:24 PM
Previous filing: Aug 5, 2021
Next filing: Dec 23, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	IVVD	Common Stock	Conversion of derivative security		+2.85M			2.85M	Aug 10, 2021	See Footnote	F1, F2
transaction	IVVD	Common Stock	Purchase	$4.55M	+268K	+9.39%	$17.00^*	3.12M	Aug 10, 2021	See Footnote	F2
transaction	IVVD	Common Stock	Conversion of derivative security		+55.6K			55.6K	Aug 10, 2021	See Footnote	F1, F3
transaction	IVVD	Common Stock	Purchase	$88.7K	+5.22K	+9.39%	$17.00^*	60.8K	Aug 10, 2021	See Footnote	F3
transaction	IVVD	Common Stock	Conversion of derivative security		+19.5K			19.5K	Aug 10, 2021	See Footnote	F1, F4
transaction	IVVD	Common Stock	Purchase	$31.2K	+1.83K	+9.39%	$17.00^*	21.4K	Aug 10, 2021	See Footnote	F4
transaction	IVVD	Common Stock	Conversion of derivative security		+28.5K			28.5K	Aug 10, 2021	See Footnote	F1, F5
transaction	IVVD	Common Stock	Purchase	$45.5K	+2.68K	+9.39%	$17.00^*	31.2K	Aug 10, 2021	See Footnote	F5
transaction	IVVD	Common Stock	Conversion of derivative security		+4.76M			4.76M	Aug 10, 2021	See Footnote	F1, F6
transaction	IVVD	Common Stock	Purchase	$765K	+45K	+0.95%	$17.00^*	4.8M	Aug 10, 2021	See Footnote	F6
transaction	IVVD	Common Stock	Conversion of derivative security		+320K			320K	Aug 10, 2021	See Footnote	F1, F7
transaction	IVVD	Common Stock	Purchase	$3.02M	+178K	+55.44%	$17.00^*	498K	Aug 10, 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	-362K	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	1.81M		See Footnote	F1, F2
transaction	IVVD	Series A Preferred Stock	Conversion of derivative security	$0	-7.05K	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	35.3K		See Footnote	F1, F3
transaction	IVVD	Series A Preferred Stock	Conversion of derivative security	$0	-2.48K	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	12.4K		See Footnote	F1, F4
transaction	IVVD	Series A Preferred Stock	Conversion of derivative security	$0	-3.62K	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	18.1K		See Footnote	F1, F5
transaction	IVVD	Series A Preferred Stock	Conversion of derivative security	$0	-875K	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	4.38M		See Footnote	F1, F6
transaction	IVVD	Series B Preferred Stock	Conversion of derivative security	$0	-85.1K	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	425K		See Footnote	F1, F2
transaction	IVVD	Series B Preferred Stock	Conversion of derivative security	$0	-1.66K	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	8.29K		See Footnote	F1, F3
transaction	IVVD	Series B Preferred Stock	Conversion of derivative security	$0	-583	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	2.92K		See Footnote	F1, F4
transaction	IVVD	Series B Preferred Stock	Conversion of derivative security	$0	-850	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	4.25K		See Footnote	F1, F5
transaction	IVVD	Series B Preferred Stock	Conversion of derivative security	$0	-44.1K	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	220K		See Footnote	F1, F6
transaction	IVVD	Series C Preferred Stock	Conversion of derivative security	$0	-124K	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	618K		See Footnote	F1, F2
transaction	IVVD	Series C Preferred Stock	Conversion of derivative security	$0	-2.41K	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	12K		See Footnote	F1, F3
transaction	IVVD	Series C Preferred Stock	Conversion of derivative security	$0	-846	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	4.23K		See Footnote	F1, F4
transaction	IVVD	Series C Preferred Stock	Conversion of derivative security	$0	-1.24K	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	6.18K		See Footnote	F1, F5
transaction	IVVD	Series C Preferred Stock	Conversion of derivative security	$0	-32K	-100%	$0.00^*	0	Aug 10, 2021	Common Stock	160K		See Footnote	F1, F6
transaction	IVVD	Series C Preferred	Conversion of derivative security	$0	-64K	-100%	$0.00^*	0	Aug 10, 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 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.