Viking Global Investors Lp - Jul 29, 2021 Form 3 Insider Report for Rallybio Corp (RLYB)

Role
10%+ Owner
Signature
/s/ Scott M. Hendler signing on behalf of O. Andreas Halvorsen (5) (6)
Stock symbol
RLYB
Transactions as of
Jul 29, 2021
Transactions value $
$0
Form type
3
Date filed
7/29/2021, 09:37 PM
Previous filing
Jun 7, 2021
Next filing
Sep 3, 2021

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 RLYB Series B Preferred Units Jul 29, 2021 Common Stock 21.6M See Explanation Responses F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Andreas Halvorsen, David C. Ott and Rose S. Shabet are Executive Committee members of certain management entities, including Viking Global Partners LLC, the general partner of Viking Global Investors LP ("VGI") and Viking Global Opportunities GP LLC ("Opportunities GP"), the sole owner of Viking Global Opportunities Portfolio GP LLC ("Opportunities Portfolio GP"). VGI provides managerial services to various investment funds, including Viking Global Opportunities Illiquid Investments Sub-Master LP ("Opportunities Fund"). Each of VGI, Opportunities GP, Opportunities Portfolio GP, VGOL, Opportunities Fund, Mr. Halvorsen, Mr. Ott and Ms. Shabet (collectively the "Reporting Persons") may be deemed to beneficially own the shares reported on this form.
F2 With Rallybio Corporation's initial public offering price of $13.00 per share, the holders of Series B Preferred Units of Rallybio Holdings, LLC will receive an aggregate of 16,402,235 shares of common stock of Rallybio Corporation. As a result, Opportunities Fund will receive 3,380,977 common shares upon closing without payment of further consideration.VGI provides managerial services to Opportunities Fund, which directly holds the Series B Preferred Units reported herein. Because of the relationship between VGI and VGOP, VGI may be deemed to beneficially own the shares of Common Stock held directly by Opportunities Fund.
F3 Opportunities Portfolio GP is the general partner of Opportunities Fund. Because of the relationship between Opportunities Portfolio GP and Opportunities Fund, Opportunities Portfolio GP may be deemed to beneficially own the shares of Common Stock held directly by Opportunities Fund. Opportunities GP is the sole owner of Opportunities Portfolio GP. Because of the relationship between Opportunities GP and Opportunities Portfolio GP, Opportunities GP may be deemed to beneficially own the shares of Common Stock held directly by Opportunities Fund.
F4 The Reporting Persons disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

Remarks:

5. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. 6. Scott M. Hendler is signing on behalf of Mr. Halvorsen, Mr. Ott and Ms. Shabet, each individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL OPPORTUNITIES GP LLC, on behalf of itself and VIKING GLOBAL OPPORTUNITIES PORTFOLIO GP LLC, and VIKING GLOBAL OPPORTUNITIES ILLIQUID INVESTMENTS SUB-MASTER LP, pursuant to authorization and designation letters dated February 9, 2021, which were filed with the Securities and Exchange Commission on June 7, 2021.